Desperate Measures
by sss979
Summary: As the 11th Doctor struggles to find a way to wake up his former self, Rose struggles to come to terms with the 10th Doctor's secrets, and the fact that she's starting to have trouble distinguishing his thoughts and memories from her own. Book 3 of 8.
1. Prologue

**Title: **Desperate Measures  
**Summary: **As the 11th Doctor struggles to find a way to wake up his former self, Rose struggles to come to terms with the Doctor's secrets, and the fact that she's starting to have trouble distinguishing his thoughts and memories from her own. Book 3 of 8.  
**Rating: **R  
**Warnings: **Adult situations, mild violence (some sexualized), tasteful sex.  
**Disclaimer: **I don't own Dr. Who. Additionally, several of the stories contained in this book have been alluded to in canon but not explicitly depicted. Some of these ideas, as referenced, are not my own although their depiction is. It is not my intention to plagiarize a story that's already been told, but to bring out the issues I'm specifically focusing on even if that was not the original writer's focus.  
**A/N:** COWRITTEN WITH THAGRRRL79 This is intended to be the third book in an eight book series exploring the secrets and memories of the Doctor. Starting here would be rather like starting Lord of the Rings in the second installment - you can do it, but you will be a bit confused to start. You may want to read State of Confusion first.  
**A word about canon:** Elements strewn throughout "strict canon" (defined by me as Classic and New TV series AND mainline Big Finish audio dramas) and "sub-canon" (books, comics, etc) are utilized, though sub-canon will not be strictly adhered to. The author assumes reader knowledge of the 2005 reboot, Series 1-6 (not 7, because I started writing before series 7 and frankly, I don't want to deal with the Skaro/Dalek mess). All references to Classic canon and Big Finish (and there will be many) will be self-explanatory.

**PROLOGUE**

**Previously...**

"Doctor!"

It only took Rose a few seconds to realize he was unconscious.

"Oh, Doctor, please wake up. Come on..."

But whatever he'd felt, whatever it was that had sent him racing back towards the safety of the Tardis, it had taken its toll. She would have to drag him the rest of the way to safety.

*X*X*X*

"It's called a Quiescenary," River explained quickly, eyes fixed on the unconscious figure of the Tenth Doctor. "It's a very primitive consciousness of pure psyonic energy that latches onto the oldest, most powerful thing in its peripheral area and drains it dry."

Rose stared at her for a moment. She still didn't entirely know what to think about this woman who'd shown up at the door of the Tardis as if on cue. She still wasn't entirely sure she could trust her. But at the moment, she didn't have much of a choice. Clearly, the Doctor needed help, and this stranger seemed to know how to help him.

"Alright so what do we do?"

River turned her attention to Rose. "We're going to have to go inside, drain its current food source and see if we can force it out of the Doctor and into the Tardis Matrix."

*X*X*X*

"So you decided to join me after all," River observed as the Tardis doors opened to allow the Eleventh Doctor inside. "I was beginning to wonder."

"Yeah..." He watched as she checked the vital signs of his former self, unconscious on the control room floor. "Although, to be perfectly honest, I _really _shouldn't be here."

"Any change in you is a change in history, in the way this all works out. And the last thing I want is to unravel your history. But that thing is going to kill you if someone doesn't stop it. And, more importantly, you were also the one who told me that _you_ werethe one who stopped it."

*X*X*X*

The endless hallway, blue-grey and glowing, had a million doors on either side. Inside of the Doctor's mind, Rose was unsure of just how she was supposed to access the memories locked safely behind each of the doors. She was equally unsure of what to make of the boy with the brown, bowl-cut hair who was wandering this corridor as if he belonged here.

"Who are you?" she asked warily.

The boy smiled. "I'm called the Master."

*X*X*X*

"I'm not an independent entity from the Doctor. I'm an automated system he created to keep order in this section of his brain." The man - older now than the boy she'd first met, but still the Master - cast her a sideways glance and smiled at her look of confusion before continuing in a more reassuring tone. "Don't let the appearance of autonomy fool you. I'm a sentient being only in his mind."

"So you only feel what he feels? Think what he thinks?"

The Master hesitated. "I think and feel as he imagines I should think and feel. As he remembers I would, when he knew me."

*X*X*X*

"Please." Rose turned in circles, careful not to put her back to the threatening man, keeping as much distance between them as she could. "Just leave me alone."

"Did he tell you what you would find in here? Your precious Doctor..." The Master was taunting her, his voice cutting. "Did he ever tell you about his darkness and his secrets? The centuries of lies - pretending everything he did was safe and good and right?"

*X*X*X*

"You shouldn't even be in the same time space as him!" River stepped between her Doctor and the one lying unconscious on the floor beside Rose. "What makes you think he'd even let you in!"

"If anyone can break down his defenses, I should think it would be me," the Eleventh Doctor answered.

"But you can't! It could kill him - you - both!"

"The only risk is if I encounter his consciousness."

"And can you guarantee that you won't?"

"No."

"Then don't do this," she said firmly. "Send me."

Anger and frustration mounting, the Doctor took a step forward, crouching in on River's personal space. "And what makes you think you'd be any better equipped than she is to handle the Master?"

*X*X*X*

"You're not the Master, not really. You're just a filing program. Specific memories of specific times."

The Master sneered at the Eleventh Doctor, an intruder in the mind of his former incarnation. "You think I don't realize that?"

The Master straightened his posture as the Doctor leaned in closer, his voice so low, it was meant only for him. "I know the real Master," he whispered. "I know everything he's been and everything he will be. I know how he dies. I know his very last words."

"Oh really? And do you know hers?"

The scream from behind him made the Doctor spin on his heel, just in time to see the ground roll under Rose's feet, throwing her backwards into one of the doors. It opened behind her, then slammed shut again, trapping her inside as she still screamed and pounded.

"Doctor! Let me out! _Doctor_!"


	2. Chapter One - Romanadvoratrelundar

**CHAPTER ONE**

**Romanadvoratrelundar**

"Rose..."

She drew in a deep breath, the scent of sawdust and morning dew, and the faintest hint of lilac. It brought images to her mind instantly. Images that she didn't understand - the interior of a crumbling castle, a park with a narrow waterway, a dilapidated shack in a primitive village. Had she seen these places before? They felt... familiar.

"Rose, wake up." The soft, female voice was not so familiar, but it was comforting. She could feel the woman's cool, slender fingers on her forehead, pushing her hair back. "You're safe."

She opened her eyes slowly and found herself staring up at a white ceiling. There was a bed beneath her, soft and comfortable. Blinking a few times at the bright light, her eyes swept the room - a white bedroom with walls that held the same circular designs as the Tardis. And like the Tardis, the light seemed to come from the walls themselves. It was the Tardis; she was sure of it. But it was so white, without that pale glow that normally illuminated the Tardis walls and rooms...

Slowly, Rose turned to look at the woman sitting beside her. She was tall, with long dark hair and a patient smile, clothed in a long white dress that made her look almost angelic. Rose was sure she'd never seen her before, but she was still somehow familiar. Rose trusted her before she even knew why.

"Who are you?"

"My name is Romanadvoratrelundar," she said softly, setting her hands delicately in her lap.

"Wow, that's a mouthful."

The woman smiled. "You may call me Romana, if you like. I'm a friend of the Doctor's. You're safe here."

Rose sat up slowly, rubbing her forehead. "Where's here? What happened?"

"I was hoping you could tell me. I found you in the hallway."

"The hallway?"

It took Rose a moment more to put the pieces together - where she was, how she'd come to be here. She was inside of the Doctor's mind. And his construct of the Master had just very nearly... what? Killed her? Could she die here - killed by a figment of the Doctor's imagination? The thought made her head spin all over again. Confused and still disoriented, she rubbed a hand over her eyes. In the meantime, Romana tipped her head, studying her curiously.

"I'm not certain how you got there," Romana admitted. "Nobody's been down these halls in a very long time - not even the Doctor."

Regaining her focus, Rose took a more careful look around before eyeing Romana warily. The last "friend" of the Doctor's hadn't turned out to be so friendly in the end. But what choice did she have, here and now, other than to trust the woman who'd apparently brought her to safety?

"Have you seen him?" she asked. "The Doctor?"

"No."

"He was there." Swinging her legs over the side of the bed, Rose sat forward, holding her head in her hands. "It didn't look like him, but it must have been."

"What did he look like?"

Rose thought for a moment, but the memory was a blur. The Master and the threat he posed. The Doctor, and the look in his eyes. But the Doctor was not as she remembered him - as she knew him. She never really even got a good look at him. At least... she didn't remember looking at him. But she must have. She remembered looking at his face, at his eyes - deep and knowing. She shook her head as she glanced back up at Romana.

"I don't remember. He was just... the Doctor."

Romana smiled comfortingly. "I suppose it doesn't really matter. He's had many faces."

Rose stood, a little shaky on her feet. "I have to find him."

"What for?"

"The Master said I have to bring him here."

"The Master?" The alarm in Romana's voice was evident, and her smile fell as she rose to her feet.

Rose eyed her again, wary of the familiarity. "Yes. You know him?"

"Oh, yes. And if I were you, I wouldn't trust anything he said."

Rose's memory, blurry as it was, bore witness that the Master was not to be trusted. She relaxed just slightly at the thought that this woman shared that experience enough to hold the same opinion. She only wished she could remember how she'd ended up here, and what had happened to the Doctor. Running a hand back through her hair, she hunted for the door.

"Well, either way, he's the only one who's given me any idea of just _how _to go about helping the Doctor."

"Helping him?" Romana rose to her feet as well, her smile finally falling into a look of worry. "What's wrong with him?"

"There's this... thing. It's called a Quiescenary."

Romana's eyes widened. "There's a Quiescenary _here_?"

"Yes."

Rose headed for the door with Romana a step behind, out into the hallway that stretched endlessly into the distance, with doors on either side. She breathed a sigh of relief as she regained her sense of direction. Like the room, this hallway was white. But it still _felt _like the Tardis, somehow. She felt safe here.

"Where are we?" she asked anyway.

"This is an audio-visual representation of a psychological construct inside an organizational directory."

In other words, the Doctor's mind, filed neatly in a way that made his memories easily accessible. Rose was getting the hang of this part.

"So you are... another keeper? Of his memories?"

Romana paused to consider it, then smiled. "I suppose that's a good way of putting it. The Doctor constructed me from a memory of who I was when he knew me to act as the filing system for the directory."

"When I came here, I was told I had to find his secrets. That there's dormant energy pent up behind these doors and that's what the Quiescenary eats. If we can activate that energy, the thing can't eat it. We can starve it, and it'll move on. That's right, isn't it?"

Romana raised a brow. "You're going to starve a Quiescenary in the mind of a Time Lord?"

"Yes," Rose answered firmly. But her countenance fell as Romana giggled. "What's wrong with that?"

"Well, you can't!"  
"Why not?"

"Well, for one thing, you'd kill the Doctor."

Rose's eyes widened. "Kill him? How?"

Romana smiled again as she started slowly down the hallway, gesturing at the endless doors. "The Doctor created this construct to keep an endless amount of information neatly filed. There are millions and millions of doors that conceal facts and events he doesn't often - or ever - feel a need to recall. Many of them, he doesn't even know are there. They'll only be accessed if an outside force triggers his acknowledgment of them."

"So why does he keep them all locked behind doors? Why not just forget them?"

"He's a Time Lord. He _can't _forget them."

"But he does forget things. He must."

"It's difficult to compare to any experience you humans may have. You are human, right?" Now it was Romana who seemed wary.

"Yes."

Romana nodded her approval as she continued. "For a human, it would be much like when you learn a language, and then forget it because you don't use it for years. But it's twice as easy to learn it the second time through because your mind already does know it - it's just tucked away and dormant."

Rose nodded slowly, signaling her understanding.

"His mind, with all of the experiences and knowledge of every moment of his existence, is genetically self-engineered to be downloaded into the Matrix at the end of his final life cycle."

"Downloaded?" Rose's eyes widened. "You mean his mind really _is _like a computer?"

Romana laughed quietly. "It's an overly simplistic analogy. Your language hardly has the words to describe the Matrix itself, much less the process of inputting a Time Lord's mind and memories into its databanks."

"And the Matrix - that's the thing that's inside the Tardis?"

"The Tardis Matrix is only a representation of the Time Matrix. The Time Matrix exists on Gallifrey, and it encompasses the whole of Time Lord experience - anything that any Time Lord has ever seen or known. The greatest repository of knowledge the universe has ever seen."

"Oh."

"Every Time Lord has certain access privileges to the Matrix. And as part of the initiation procedures, the Lord President of Gallifrey - like the Doctor - is granted full access. All of that knowledge becomes his own, but that hardly means he is aware of all of it."

"Wait." Rose paused. "You said 'like the Doctor.' What do you mean? The Doctor was president of Gallifrey?"

"Oh, yes. Twice."

Rose's eyes were the size of saucers now.

"But you must understand," Romana continued. "It's not simply cold, hard facts behind these doors. Even things the Doctor didn't experience himself are not mere representations of events, to be witnessed without emotion, without connection."

"So that's why... he can have memories of things he wasn't there for," Rose realized, putting the pieces together slowly.

"Oh, yes. Anything recorded in the Matrix is here. Multi-generational race memories, handed down and built into the fabric of a Time Lord. Though accessing those memories is another matter entirely."

"What do you mean?"

"Well, many of these doors are locked. There are things here he cannot know. Things about his own future, for instance. No one is meant to know that."

Rose tried her hardest to put her questions into some sort of coherent order. After all, Romana was doing her best to explain, and there were so many questions. "When you say they're not just facts...?"

"The events behind these doors are hardly pages of an encyclopedia. They're energy signatures. In a way, when they're accessed, they become active and alive, with real emotions attached to them."

"Alive?"

"Well, not in and of themselves." Romana sighed at the difficulty in explaining her world. "Imagine recalling an event that makes you sad, and it's difficult to shake off that feeling of sadness. If the memory is fresh, or not fully processed, there could be so much energy associated with it that the sadness might last for days. Those reserves of energy, of emotion, that's precisely what the Quiescenary is after. And if you were to activate them - especially all at once, can you imagine the confusion of feeling so many things simultaneously?"

Rose's mind was playing over the things she had seen thus far - all of the emotions that the Doctor must have felt, brought to the surface by the Master. She remembered the events behind the doors she had opened thus far. She'd feltthem, too. But she'd moved on without much difficulty. If the Doctor was lingering there, trying to shake off those feelings, how much more must he be feeling right now?

She didn't want to think about it.

"So if I can't open the doors, how do I stop it?"

"I didn't say you can't open the doors," Romana clarified. "I said you can't starve a Quiescenary before killing the Doctor."

"So what do I do?"

Romana paused to consider for a moment, then sighed. "Well, on this rare occasion, I guess I'm going to have to agree with the Master. The first thing we ought to do is find the Doctor and bring him here."

Rose breathed a sigh of relief. She wanted nothing more than to bring the Doctor here, to her. She wanted nothing more than to talk to him. "Alright, so how do we do it?"

"We use the one thing we have, I suppose." Romana smiled. "His memories."

*X*X*X*

"How's your head?"

"I've had better days," the Eleventh Doctor admitted, glancing up at River as she handed him a mug of steaming tea.

"Do you know where she is yet?"

He cast a lingering glance at the unconscious figure on the floor of the Tardis. Rose had been inside of his mind for hours now, searching for a way to wake up his former incarnation, to get rid of the creature that was going to destroy him if given the chance. She ought to be opening doors, awakening lost memories in the hallways of his mind, and he was sure he would know the instant that she did. He might be removed from the other figure lying unconscious on the floor by a regeneration and a few decades, but the connection between them in this enclosed space seemed to transcend time. He felt every memory, every emotion she brought to the surface.

And he could feel when they _weren't _coming.

"No, I can't feel her."

"Well, she's calm; I know that much."

River was connected to Rose as well, though in a very different way. She was the channel, the means by which Rose had entered his former self's mind. Rose couldn't have done it on her own; she was only human. But with River as a channel, she had both means and motive. She was the only one who knew him well enough - besides the Doctor himself - to save him as he lay there dying.

And god help them if he _did _die. The Doctor didn't even want to think of the paradox that would cause.

He sighed deeply as he sipped the hot liquid slowly, carefully. "She'll find another keeper," he said quietly. "Wherever she ends up at that point will depend on who she finds..."

He trailed off, sipping again. River frowned as she watched him. "I do wish she'd hurry." She sighed deeply as she rubbed the back of her neck. "Sitting here in this Tardis and waiting is... getting a bit unnerving."

"You should get some sleep."

"How can I?"

He glanced up at her. "She'll still be able to function even if you're asleep. You might have some strange dreams while you're channeling her, but that's all."

River smiled softly. "Not what I meant."

"What did you mean?"

She sighed as she came closer and sat down next to him on the jump seat. As he watched her out of the corner of his eye, she wrapped both her arms around one of his and set her head on his shoulder. "I'm worried about you," she admitted softly, an uncommon display of affection and concern taking the place of her usual "take charge" persona. "And you know damn well I have reason to be."

He turned his head and stared at her for a long moment, then set his cup carefully on his knee as he pulled his arm out of hers and carefully draped it over her shoulders. "Don't worry about me," he said quietly, as reassuringly as he could manage. "I'll be fine."

He cast a long, lingering look at his former body, lying still and silent on the floor, and gave a heavy sigh.

"I'm always fine."


	3. Chapter Two - The Houses of Gallifrey

**CHAPTER TWO**

**The Houses of Gallifrey**

Rose hadn't needed Romana to open the door for her. Unlike before, when she'd been reliant upon the Master to direct her to where she should go, she'd been drawn to the door by some familiarity she couldn't describe. It had opened for her easily, the instant she'd approached, and she'd stepped into a warm rain, standing in the middle of an open field. Nearby, a man she had never seen but immediately recognized as the Doctor was soaked to the bone and moving quickly, looking over his shoulder occasionally as if someone might be chasing after him. Through the sheets of grey rain, Rose couldn't see who or what might be behind him.

Rose shielded her eyes as she slowly adjusted to the fact that she was dripping wet and there was nothing to be done about it. She wondered if she would dry off instantly once she stepped back into the hallway or if it was going to be a slow, natural process. She hoped it would be instantaneous. Real or not, this would definitely be uncomfortable if she had to stay this way.

The Doctor was cursing, grumbling under his breath. Only a few feet away and wrapped in a heavy coat and scarf that had to weigh twenty pounds at least with how much water it had soaked in, he was moving as quickly as he could through the monsoon rain and the six inches of water around his boots. Like the times before, he simply _felt _like the Doctor. And, perhaps more importantly, he thought like him. She could feel the urgency, the need to catch up with the crowd _he _was chasing. The crowd that had disappeared into the grey haze. They had something - no, someone - who belonged to him.

Nearly tripping over the scarf - how long was that thing, anyway? - he kept as quick a pace as he could until he reached a large, stone wall. It was surrounding a city, by the look of it. But there had to be an entrance somewhere. There had to be a door. Following along the wall, he searched for it.

"Stay where you are!"

He paused, and turned slowly to find himself looking down the barrel of some sort of rifle. He smiled as he raised his hands in surrender. "Ah. Hello, I'm the Doctor. I don't suppose you're affiliated with that mob that just dragged away my friend, are you?"

Rose followed as they dragged him away too, and none-too-gently. He was rambling the entire time, in a way that was most likely designed to make him look like a babbling fool. It was a tactic she'd seen her own Doctor use, though he didn't seem nearly as good at it as this version.

"Oh, hello, Romana!"

Dripping wet and clearly irritated, Romana was being held by both arms. Not that she truly needed a man to stand on either side of her slender frame to ensure her compliance - particularly when they were wrenching her arms behind her back. It was overkill, a show of power. But if the Doctor noticed, he didn't mention it. He was busy making other observations.

"Glad to see you're safe."

She glared - a look that screamed, "This is your fault!" even if she was biting her tongue. But the look was gone - suppressed - quickly. She replaced it with a stoic, unreadable mask.

"Safe is a relative term, at this point."

"Move!" the man at her side ordered, shoving her forward and off balance. The Doctor and his escorts followed a step behind, the Doctor rambling all the way.

"I was a bit concerned for you, you know," he said in Romana's general direction.

"I'm flattered," she answered dryly.

"Yes, I thought you might be. I hope you haven't been mistreated. Everybody likes a gracious host and I should like to think our host would be most accommodating if he wants my help. He could have just asked, you know. I would have gladly given him an audience. In my experience, you tend to get a lot further with somebody if you simply treat them with kindness and respect. Especially if you want them to _help _you."

Rose moved beside them, watching the look on the Doctor's face. She heard his rambling, and at the same time, it was as if she could hear his thoughts. Romana was able to take care of herself; he truly believed that. He hadn't been tremendously worried about her. But for as capable as she was, she was equally young and, he had to admit, a bit naive. That wasn't her fault, although her arrogance was certainly something she would have done well to curb if she had any idea how silly it made her sound. He smirked as he dwelt on that thought for a moment. All in all, he probably had no room to talk.

"Let _go _of me!" Romana struggled as the door to a cell was opened and she was tossed ungracefully inside. Straightening, she brushed herself off and glared at her captor. "Honestly! I do have two working legs; I'm able to walk just fine on my own."

"Save your breath, Romana," the Doctor said nonchalantly as he was shoved in beside her. "You'll only encourage them."

She sighed, crossed her arms over her chest, and waited until the jailers had lumbered away before she raised a brow in the Doctor's direction. "So what do we do now?"

The Doctor waited until they were out of earshot to smile. "What do you mean, what do we do now? We escape, of course!"

She sighed as she gave him a dry, unamused look. "So glad that I asked."

"Anyway, there's no point in staying around here. This place is dull and boring. All protocol and no fun!"

"Aren't you forgetting something?"

"What?"

"The key to the Tardis. That's how we ended up in this mess in the first place, Doctor! Unless we get that key back, we're locked out!"

"Oh, I wouldn't worry about that."

"What? Why not?"

"Simple. I have another."

She gaped. "You have _another_!"

"Yes, of course. I always keep a spare."

"You have _another _key to the Tardis!"

"Seems to be an echo in here..."

"Doctor, if you have another key to the Tardis, why have we been traipsing around this muddy, dingy, hostile planet _looking _for the key that you lost!"

"Lost?" he repeated indignantly. "It wasn't lost; it was stolen! And right out of my jacket pocket, no less."

"Doctor!"

"Oh, come on, Romana, it hasn't all been bad. Now we can say we've seen it and, after all, it's not like we've encountered anything particularly unpleasant."

She rolled her eyes. "Speak for yourself."

"You know, I really should think about getting _you _a key just in case someone steals my spare..."

"Doctor, how are we going to get out of here?" she demanded, tapping her fingers on her arm impatiently.

"Hmm? Oh, simple." He reached into his pocket, and she stepped forward, watching with some muted fascination as the high pitched whir of his screwdriver was followed by a click and the door swung open on its hinges. Jaw slack, for a moment, she didn't even know what to say. Then she straightened her posture and shook her head in disbelief. Of course he could've opened the door at any time. Why would she even consider that anyone could genuinely lock him up?

The sprint through the pouring rain - out past the guards, through the prison gate and into the field that now stood as more of a swamp - was not without its share of hazards. The bullets flying in their direction, for one thing. Clearly, they had not been excused, and a few people were less than thrilled about their sudden departure.

Rose had no effort keeping up. In fact, she hardly had to move at all. It was a strange feeling to be both aware of her body and surroundings and to know that the two were disconnected. The laws of nature and physics that governed this world around her didn't seem to apply to her at all. As if she were dreaming, floating easily in time with her surroundings, almost like a ghost.

The Doctor reached the door to the Tardis first. The guards chasing them were not far behind. Romana turned and collapsed against the edge of the blue box, looking back at them as the Doctor fumbled with the key. She was out of breath - unusually so, Rose had to think. If she travelled with the Doctor, surely she did her fair share of running. How was she so out of shape? Of course, the rain didn't make it any easier to run.

Finally, the door flew open and they both ducked inside, closing it behind them. With a broad smile, the Doctor stripped his dripping wet coat and hung it unceremoniously on the coat rack. The scarf was a bit more difficult to find his way out of.

"Right then! We'll set the randomizer and be off!"

Rose stood in the doorway of the Tardis, watching silently as the Doctor circled the console with a flourish and a spring in his step. On the other side of the white room, still dripping wet, Romana stood silently, her brow furrowed as she looked down at her hands.

"Maybe we'll end up on Yoli or one of the moons of Recora. Or maybe even one of the - Are you alright?"

The look on Romana's face was one of confusion and worry as she raised her eyes to him. "No," she answered, a bit shaky. "No, actually... I think not."

"Romana -"

He barely caught her as she collapsed. The instant he touched her, he knew what was happening. He could feel the energy, like electricity running along the surface of her skin. It seared through him and he grit his teeth, fighting the instinctive urge to drop her and back away. Once she was safely seated on the floor, he moved back a safe distance, looking her over from head to toe. He could see it from this distance - the soft orange glow of her skin.

"I..." She looked from him to her hands and back again. "I think I'm regenerating."

"Yes, it would seem that way."

"But why?" Her eyes widened with fear as she looked up. "I can't regenerate yet! I'm too young!"

"Shh, it'll be fine." Instinctively, he wanted to comfort her. But he knew better than to touch her again. Another jolt of that regenerative energy could easily render him unconscious. It wasn't intended for him, and his body wouldn't receive it well.

"But it's not fine! This will affect the rest of my regenerations!"  
"Oh, it's not as bad as that."

"Doctor," she glared at him, "I'm not a fool."

"No, of course not. But you wouldn't want to regenerate into old age anyways. Take it from me..."

"But I don't understand. I don't feel sick, or injured."

"Maybe it's a delayed reaction."

"Is that possible?"

"Of course. The body is subjected to something traumatic - radiation poisoning, high frequency neurological relay censorship..."

She paused. "You mean like when we were separated before? When we were looking for the last segment to the Key to Time?"

"It's possible."

"But Doctor, that was ages ago! And I didn't think there were any lasting effects! Could it really have taken this long to render its effects?"

"I suppose. Internal organ failure is not instantaneous."

Her breathing was picking up, her body preparing itself for the trauma of transforming every cell. Swallowing hard, she looked up at him. "Does it hurt, Doctor? Will it hurt?"

"A little."

She laughed tightly. "You're lying."

He smiled back. "It's only for a moment."

"I was told... that I would be able to control it. But I don't know how. Do you?"

She asked more questions than she normally would have dared when she was nervous. And clearly, she was nervous.

"I haven't got a clue. My House doesn't have that ability. Just try it," he urged, ignoring the hint of panic in her voice. "If you can _see _the energy, you ought to have enough to manipulate it. Or, at least, begin to."

She closed her eyes as she concentrated, and he moved back a few more feet, watching as she slowly faded and morphed, changing her form into that of a ten-year-old child. He smiled as she opened her eyes and looked at him again.

"There, now! That wasn't too terribly painful, was it?"

"No," she answered in amazement, staring down at her hand in bewildered amazement. "Oh, but this is strange. I'm a little girl again!"

"I believe, if you'd like, you can form a new regeneration to look much like your previous one."

Slowly, she stood, a bit shaky on her feet as she adjusted to her new body's proportions. "You mean I can change it again?" she asked in awe.

"As long as the energy signature is strong enough, at least for the first hour or so, I'm told you can change it as many times as you'd like. Just do me a favor, will you, and don't touch the console. That regenerative energy wreaks havoc with the Tardis' circuits."

"Of course."

He looked her up and down She was swimming in the robes now, trying to find her hands and staring again as the pale orange energy dancing over them.

"You know," he suggested, "it may be a bit more practical for our purposes to choose a body that is a bit more... grown up. Most of the cultures I've been to tend to take adults a bit more seriously than children."

"Indeed." She paused as she looked up at him and smiled. "I think I'd like to be alone for a while. Is that alright?"

"Of course. In fact, why don't you go to the wardrobe room? I'm sure you can find something in there that's suitable for whatever body you choose."

She smiled as she stepped closer to him, but stopped as he moved back. "Oh. Right. I forgot." Gathering the robes up in her arms, she did her best to wave at him. "Bye, then!"

He laughed as he watched her tromp away, like a child playing dress up in clothes five times too big, and waved after her. "Have fun, Romana. I look forward to seeing what you come up with."

*X*X*X*

The woman standing in the hallway when Rose looked up again was Romana. Rose was sure of it. She felt like Romana, although she looked nothing like her. Blonde and petite, in a pink coat and scarf nearly as long as her Doctor's, she was all smiles. For a moment, all Rose could do was stare.

"You're a Time Lord!"

"Of course," Romana answered simply. Her voice was lighter, less formal.

"Like the Master."

She laughed. "Well, I should hope not."

"But that regeneration... I've seen the Doctor regenerate. It's not like that. He doesn't control what he looks like when it's through."

"The Doctor and I are from different families. We were created very differently."

"What do you mean?"

"Well, I was created with the loom of the Newblood House of Hartshaven. Gallifreyans of the Newblood houses are able to control their regenerations with some detail and precision."

"And the Doctor?"

She hesitated. "Officially, the Doctor is from the House of Lungbarrow. His mother was of that house, and his father, too."

"Officially?" Rose pressed, brow furrowed slightly.

Romana hesitated again, as if weighing her words carefully before she replied. "The Doctor is different even from those among his house. He is the Last Child of Gallifrey. The last of the womb-born."

"Womb-born? As opposed to what?"

"The loom-born. His birth was concealed by his mother, because she had heard of the riots and animosity between the womb-born and the loom-born children in the past. She didn't want him to be different, to be ostracized."

"So what does it mean?" Rose asked pointedly. "What's the difference between him and... everyone else who was born on one of those loom things?"

"Everything for him is a very natural, chemical process. He experiences biological reactions that the rest of us don't. When it comes to regeneration, his body undergoes a complete breakdown of cellular structure that's... well, quite literally, a moment of death. He ceases to exist, then reforms into somebody new. Complete variable restoration. He retains his memories, but everything else is completely new." She smiled knowingly. "He regenerates like the Time Lords of old. It hasn't been that way for the rest of us for millions of years."

"So that's why he's different? Why he never fit in with his own people?"

"That's part of it, yes."

"Only part?"

Romana didn't answer. Rose frowned again. She had been hoping that maybe, finally, she was getting some answers. "It was that prophecy, right?" Rose prodded. "That's what made everybody afraid of him."

"It was more than just a prophecy."

"What, then?"

"It's his essence. At least, part of it. His name."

"What do you mean?" Rose took a step closer. "What do you mean his name?"

Again, she paused, as if unsure whether or not it was wise to speak. Rose watched her intently, waiting for her to continue until, finally, she took a deep breath and began.

"Before entering the Academy, children on Gallifrey are initiated into society by looking into what we call the Untempered Schism. We see the past, the future... everything in between. A reflection of ourselves. It's when all we will come to be is planted in us - all our possible timelines and accomplishments. Everything we will ever know, and be. There, we learn our names, in the lost language of Old High Gallifreyan. The Visionary interprets them, through prophecy. It's not really a prophecy, mind you. It's a description of who and what we are - the things which must remain the same throughout regenerations."

"And that's all built into your name?" Rose asked, confused. "But how?"

"Old High Gallifreyan is not an alphabetic language - it is a conceptual one. The combination of concepts create a name if you read them in a shortened form, or a description in a lengthened reading. Thus, the name of a Time Lord is the whole of his or her essence - all of the concepts combined."

"So... the Doctor doesn't use his name - his real name - because it would tell too much about him?"

"His name is the prototype of his existence. He could be resurrected from the dead with that name. Or recreated. Even duplicated. When the Doctor saw all that he would become - in just a flash of an instant, too quickly to understand any of it - he knew, even as a child, that no one must ever have that kind of power to control him. He knew that his name must never, ever be spoken aloud."

"So he chose a different name," Rose said quietly.

"Not exactly. It is his name - the Doctor. It's one concept within the description; I'm sure of it."

"How? How can you be sure?"

Romana smiled softly. "Because you can't simply choose to be something you're not. He _is_ the Doctor. Doctor of all. Of all the universe, and all of its hurts. Whatever else he may be, he is certainly that."

"So this name, this prophecy, it's a secret. And _no one_ knows it?"

"It's not a secret that would be locked behind one of these doors, if that's what you're thinking. It's more than that. It _is _the door. It's the hallway, and the whole mind. It's the Doctor himself. All that he is. All that he's ever done. All that he will do."

"And you don't know it," Rose said with wondering awe. "You live inside of his mind, part of a filing system that he formed to keep track of his deepest, darkest secrets... and you don't know his name."

Romana's smile broadened as she tipped her head forward a bit, her eyes somehow piercing Rose to the core. "Some secrets," she said quietly, "are kept even from the keepers."


	4. Chapter Three - Integration

**CHAPTER THREE**

**Integration**

"You know, it seems to me that you have a certain affinity for late twentieth century Earth," the younger-looking, blonde Romana observed. She looked like a schoolgirl in that outfit, sitting on her hands and leaning forward on the edge of her seat. Across from her, the Doctor with the ridiculously long scarf was sipping tea and reclining in the metal chair, his nose buried in a newspaper.

"Yes, I suppose I do," he admitted, not looking up.

"Particularly for this area. England, is it?"

"We've been to plenty of other places."

"And other times," she agreed. "But we always seem to drift back here."

He turned the page.

She smiled as she leaned forward. "Admit it, Doctor. You have a fixation."

"Fixation!" At that, he looked up, clearly indignant. "I'm hardly fixated on twentieth century England."

"Then how come we keep ending up here?"

"Are you complaining?" Still indignant, he folded the newspaper and set it on the table. "I thought you liked these little out-of-the-way spots."

"Oh, I do. But there are a billion planets across all of space and time where we could find them, and we keep ending up here. If not twentieth century Earth, then another century."

"I like Earth. Is there something wrong with that?"

"Wrong? No. Certainly not." She leaned back again. "But curious."

He frowned as he looked across the table at her. As Rose watched the scene play out, she was slowly finding herself drawn into the look in his eyes. Not just the look, but into his eyes themselves. Into his very soul. Fascinated, she took a step closer. The rest of the scene, the words he was saying, the answers from Romana, the waiter and the wind and the singing birds in the mid-afternoon sunshine... none of it mattered for just a moment, as she lost herself in his thoughts.

There was a reason. He denied it, and maybe if he was adamant enough about it, she would even believe him. But that was a lie. Rose could feel it. Buried way down deep, in emotions he denied himself the chance to feel, he was bound to this place by a lingering memory. A lingering pain. A lingering love...

He might not have even recognized it on a conscious level, and everything inside of him rebelled against the implication that he might. This was not his favorite time and place in history, if he had to choose one. Even in Earth's history, Revolutionary France was held in that place of esteem. But Revolutionary France wasn't closest to his heart. Whether he liked it or not, _this _place was. The late twentieth and early twenty-first century, England. It was where he'd stayed over with his granddaughter. It was where he'd met any number of companions. It was where he'd been stranded in exile for what had felt like an eternity.

And it was where he'd first fallen in love.

Rose had seen the memories. She had felt them. But suddenly, lost in his eyes, she was feeling them in a very different way. She felt them as if they were her own memories, her own experience. Or, rather, as if she were him...

*X*X*X*

"What's wrong?"

The Doctor stood slowly, unwinding his arm from around River and taking a few, slow steps closer to Rose. Rubbing her eyes, River tried to shake off the effects of the catnap.

"Doctor?"

"She's integrating with him," he said quietly, kneeling down beside the blonde woman.

"What do you mean?"

"I can't tell where she is. At least... not like I could before."

"Maybe she's not moving."

"No, she is. I know she is. She has to be."

River sat forward, studying him carefully. "How do you know?"

He looked up slowly, locking eyes with River. "Because I know her."

His tone left no room for argument. River sighed as she stood and pushed her hands back through her hair. She walked to the console and leaned back, arms loosely crossed over her chest.

"Alright, so she's integrating. What does that mean?"

He didn't answer right away, and she frowned.

"Is it a bad thing?"

"Not really." He paused for a long moment, then stood again. "Actually, I think it explains some things."

"About what?"

"My past, his future."

"Things like what?"

He hesitated, his eyes far away. It was as if he hadn't even heard her. Concern growing, she took a step closer, into his field of vision. "Doctor..."

"I could never get over her," he answered suddenly, never taking his eyes away from the figure on the floor. "That whole lifetime, it all revolved around her. Even after she was gone."

"Is that unusual?"

He glanced up at her briefly, as if he couldn't understand why she would ask such a thing.

She shrugged. "All of my lifetimes seemed to revolve around you."

"That's different." He looked away again. "You were brainwashed."

"Well, if she was a major part of your life..." River trailed off, glancing at the woman lying still on the floor. "He - you - recognized her right away. Let her in without even a hint of resistance."

"It wasn't her first time."

"So she said." River smirked. "Should I be jealous?"

He didn't rise to the banter. His eyes were staring at the wall of the Tardis now, without seeing it. She wasn't even sure he'd heard her. "I had other companions in that lifetime and they were..." He smiled fully as he remembered them. "They were wonderful. _Brilliant _humans. Beautiful and dedicated and so reliable. I'd never had a friend like Donna; we had so much fun together! And Martha... I could count on her for anything. She saved my life. She saved her whole _planet_. So amazing..."

River watched him closely. It unnerved her when he did that. She understood how - and even why - he did it. When he slipped into the voice patterns and tones of an incarnation she didn't recognize. But it was uncomfortable. For just a moment, whenever he did, it was as if he were somebody completely different, standing right there in front of her.

He shook his head slowly as he turned away, pacing back to the jump seat. He sat down, and drew his gaze back to Rose. River watched him silently, waiting for him to speak.

"I never loved anyone the way I loved her and I never understood why," he admitted quietly. "I'd loved before. Longer. Deeper, even. But there was something different about her. When she said she would never leave, it's like I actually believed her. I somehow forgot that..." He swallowed hard, then looked away. "I forgot it was impossible."

River's eyes drifted to the woman on the floor. She'd wondered, when they'd met, why he'd never so much as mentioned her name. Donna, she knew all about. And Martha, and the year that never was. But she knew nothing about Rose. He guarded her, as if he never wanted to think of her. As if he preferred to think that she'd never even existed.

"When she was finally gone for good," he continued in a low whisper, "everything inside of me just unraveled. I was dying, from that moment on."

It made sense, in a way, that he'd never mentioned her. Not if he felt that way. Not if the memory of losing her was as intense as the memories of being with her. Unsure of what to say, River moved back against the console again and waited quietly while he thought - more reflective and quiet than she ever remembered seeing him in all the years she had known him.

"Sometimes I wonder now, when I think of him, why we're so different," he finally said, a little lighter. "Every regeneration, you know you're different, you feel different. But I am _nothing _like him. I don't think like him. I _can't _think like him. I can't feel like him."

Slowly, he looked up again and caught River's gaze again.

"I remember every other lifetime - I _understand _every other lifetime - more than I understand him. It's not that there's animosity. I think... I'm sure we would get along just fine. But I'm beginning to think, when I see her there and I feel her inside of my head even now, so many years later... When I can tell she's integrating with him, with his thought processes themselves... I'm beginning to think the reason I can't really _identify _with him... it's because of her. Because she became such a formative part of him."

"And that happened here, you think?"

"I don't know." He frowned as he considered it. "No, I don't think so. I think it started long before this. I think it started the first time she faced the Daleks. She... changed him. Not even _him_, him. The previous him. A long time ago..."

"Is it dangerous?"

"What?" He seemed startled by the question.

"That type of integration. You said you can't feel her anymore, that something's changed."

The Doctor sat up straighter, shaking his head as if shaking off the memory. "Dangerous, maybe. But I don't think so. If I had to guess, I would say it was something that was always meant to happen."

"But if you can feel it changing now, that means it's being rewritten."

His eyes locked on her again. "It's a cyclical timeline. These events must happen because without our presence here, he would probably die and have no future at all. And he must have a future in order for these events to happen."

"A paradox?"

"No. A cyclical timeline. Not nearly as dangerous. A paradox would be if I walked over there and killed him."

"It sounds like a very fine line. Particularly if our efforts to get rid of that thing in his head fail."

He didn't answer. She stepped away from the console and crossed to him, sitting down on his lap as if it were the most natural place in the world to recline. She smiled at the startled look on his face, but he didn't try to pull away. In fact, he set a hand on the small of her back, and the other across her legs. He was learning, slowly but surely.

"Would you tell me?" she asked. "If it was becoming dangerous?"

He smirked at her. "Do you really need me to answer that?"

"Of course not." She leaned down and kissed his lips lightly before pulling away and rising to her feet again. "I was just wondering how honest you were feeling."

*X*X*X*

Romana was missing when Rose found herself in the hallway again. Rose strangely felt no need to call for her. Instead, she looked around her surroundings with a new curiosity for these doors. Memories seemed more pleasant here, in general, than they had been in the hallways with the Master. It was more comfortable. And she really was starting to feel as if this hallway was somehow familiar. She studied the doors as she slowly walked down the hallway. These walls looked different than the walls of the Tardis, and different from the walls in the other Master's section. They felt like... home. Safe and secure.

In the long, lingering silence, interrupted only by the soft sound of her sneakers on the floor, she breathed in deep. This hallway had familiar smells, too. Cinnamon and vinegar, the ocean and sunshine. Sunshine? Did sunshine have a scent? It seemed to, just now. Odd, since there was no sun here...

A light breeze swept past her, swirling the thin layer of fog that twisted around her ankles. Blue-grey and cool, it sank while the warmer air filled her lungs. The longer she spent here, the more she understood about this virtual world around her. She was becoming more and more aware of the scents, the fluctuations in temperature, and the whispers around her. The whispers that came through the doors...

The sounds she heard weren't words, only tone - anger and laughter, curiosity and sullen silence. She studied the doors curiously as she passed, reaching out to trail the tips of her fingers over the cool white metal. Her mind swirled with emotions, changing with each door she touched. Guilt and confusion behind some, laughter and triumph behind others. If Romana was right and all the knowledge of the Time Lords was locked safe behind these doors, it would seem that there would be an equal portion of good memories to bad. She had seen enough of the bad. She was searching now for the good.

Of course, if Romana was right, it would seem that a lot of these memories shouldn't be the Doctor's own. She still wasn't sure how, exactly, that made sense. These felt very much like his memories. She could sense him, even through the doors. She could feel his warmth and hear his voice.

_"I thought so."_

_ "Thought what?" a confused, younger voice asked._

_ "I thought you might appreciate if I gave you the impression I knew what was happening."_

She smiled. Adric...

How did she know that? How did she recognize the boy's voice?

Most of the memories were nicer here. She hesitated to call them pleasant; most were still filled with uncertainty. And there was always that never-ending feeling of loneliness. She was beginning to realize that those feelings were a part of the Doctor himself. His essence, Romana had called it. The things that never changed. The Lonely Child of Gallifrey...

But the memories were at least warmer here, more intimate. There was more peace here, more assurance of self. This area of memories was occupied by a Doctor who knew who and what he was, and was not nearly so intent on running from that as his younger self had been. Always a renegade, but now one who had learned to embrace that status, and all it made him.

She paused as her hand came to rest on one of the doors where the emotion seemed to radiate more intensely than the others. In fact, the rush of feelings that swept through her nearly took her breath away.

_"You know I can't go back, Doctor. I could never go back, after all of this."_

_ "You've been recalled to Gallifrey. You haven't got a choice."_

_ "Why not? You did."_

_"Trust me, Romana. You don't want to live your life as a renegade. It wouldn't suit you."_

Rose could feel the warmth spreading from her hand, slowly up her arm, and all the way through her body - tingling pleasure that offset the feelings of sadness and loneliness that assaulted her as she listened further, to Romana's whispered words.

_ "A renegade, are you?" She paused. "Yes, I suppose you are. The Lonely Child of Gallifrey..."_

_ "Romana, please don't. You don't even know what that means."_

_ "And I don't care. But I do know that I would rather travel with you as a renegade than go back home."_

Rose's hand pressed harder to the door. She wasn't surprised when it swung open, allowing her entrance into the dark scene inside. Shadowed figures in a darkened room, warmth and pleasure and intimacy. She was drawn to it, to her own memory of what it felt like to make love to the Doctor, as she watched their silhouettes against the dim white wall. But it wasn't love she felt - at least not romantic love. There was trust here, so intense it could almost be mistaken for those feelings she'd felt when the Doctor took her in his arms. But the feeling in this room felt at once more intimate and less intense than those emotions she remembered.

Romana was on his lap, head back and blonde hair falling in a curtain over her arms, bent back and beautifully vulnerable to his hands and his mouth. Forgetting the confusion of her attempted analysis, Rose's eyes rolled back as she leaned against the wall for support. She could feel him, as if she were reliving the moment in vivid detail herself. His possessive hands, the warmth of his breath on her neck and her breasts. He was endlessly deep, and his touch was like fire. Breathing heavily, pleasure rising, she leaned forward again and held his head with both of her hands, eyes on his as they rocked together as one. And laughed quietly.

The pleasure was so intense, it was unbearable, and the sound of his moan made every nerve in her body react - overloading her brain with sensation. She shook in his arms as release flooded through her, as he held her tight and kissed her everywhere until he finally, slowly, laid her back on the bed.

"Doctor..."

He smiled as he brushed her hair back from her face. It stuck to her forehead in the thin sheen of sweat, and her chest heaved as she lay, weak and motionless, in his arms. Long moments passed in the silence of naked intimacy, breathing as one, tangled together, listening to the sound of their hearts beating. Finally, she regained enough strength to raise a hand to his hair, raking her nails lightly along his scalp.

"I really can't go back, you know," she said again.

"Romana..."

"But I can't! After all I've seen, how could I ever go back to Gallifrey? To such meaningless existence..."

"It's not meaningless. A bit dull, perhaps. But not meaningless."

"You don't believe that. You of all people..."

He didn't answer. She moved her hand lower, to rub at the back of his neck, pulling until his head was resting on her chest. He heaved a sigh as he settled.

"Romana, you're a Time Lord," he said quietly. "After all you've seen, all you've learned, all the changes you've gone through, you're still a Time Lord. A bit less narrow-minded, to be sure, but you belong on Gallifrey."

"Hmm... and what are you, then?"

He hesitated. "I don't know," he finally admitted. "Other than a renegade. I try not to think about it."

She was quiet for a moment as he tried to hold back the feelings of loss and loneliness that seeped into the edges of his awareness. He didn't want to think about those things now. He didn't want to think about how it would feel to walk away from her, to abandon her on her home planet. Whether or not she belonged there - and he truly believed she did; her love for her people was in her blood, no matter what she said - he didn't want to think about walking away from her. Sure, he'd see her again. There was no real question about that. But somehow that didn't make it any easier.

So many friends had come and gone - but most had left of their own choosing or out of necessity that he could do nothing about. With few exceptions, they had all moved on to bigger and better things: the lives they'd come to miss, the love they'd found along the way. They were scattered throughout the universe - even on Gallifrey itself, where special permission had been granted for the human Leela to stay with Andred. The Doctor smiled at that. Perhaps he would see her when he stopped there.

"You're not listening," Romana said softly.

"What do you mean, I'm not listening? You're not talking."

"You're still thinking you're going to drop me on Gallifrey and walk away. But you're not."

"Romana, I have no choice but to take you there. What you do at that point is up to you."

"Who says?"

"It's the law. Besides, if I don't take you home, they'll simply come and get you."

"They would have to find me first."

"And they would find you, eventually."

"Why? They never found you."

"Who says they didn't?"

"You came back of your own volition."

He laughed as he lifted his head to look at her. "You're serious? You believe that?"

She raised a brow at him curiously. "Is it not the truth?"

He sighed, and hesitated a moment, lying his head back down on his arm his time. "They came and got me," he answered solemnly. "Erased my friends' memories of me, forced me to regenerate, and sent me off to Earth in exile."

Her eyes widened. "Did they?"

"Oh yes. I've not been welcome on Gallifrey for a very long time."

"Nonsense! It wasn't terribly long ago, they made you Lord President."

"Not because they wanted to do, I assure you."

"Why, then?"

"They had no choice. Lord Barousa hated it, but he knew it."

"He knows, then? He knows what nobody else knows about you?"

The Doctor glanced at her. "That wasn't what I meant."

"He does, though. He knows you." She propped her head up on her elbow, smiling as she turned to him. "Your prophecy."

The Doctor sighed. "Oh, stop it, Romana. It's not a prophecy."

"But he knows it."

He hesitated a moment longer, then looked away as he answered quietly. "A very long time ago, Barousa was my professor at the Academy. When he left that placement, he spent his fourth life cycle as the Initiator." The Doctor smiled faintly. "He knows every name. Even mine. And yours."

"Mine is no secret."

"It doesn't have to be."

"But yours does?"

"Yes."

"Why?"

He studied her for a long moment, then stroked the side of her face lightly, lovingly. "I hope you never have to find out," he whispered softly.

She watched his eyes, leaning slightly into his touch as his hand moved from her face to her neck, then her shoulder. Finally, with a sigh, he turned onto his back and pulled her with him, wrapping his arms around her protectively as he guided her head to his shoulder.


	5. Chapter Four - Nyssa & Adric

**CHAPTER FOUR**

**Nyssa & Adric**

"Doctor, what are you doing under there?"

Rose blinked, momentarily confused by the scene around her. The voice - unfamiliar and female - and the sterile-looking white and grey control room of the Tardis came into focus before the rest of the scene did. The woman was young - little more than a girl, actually, with curly auburn hair and a long sleeved, poufy outfit that looked to be made of maroon colored velvet. She wasn't human. Rose hesitated on that thought. She _looked _human. But she wasn't. The Doctor's companion, orphaned and... more than that. Rose tipped her head curiously. Yes, she was more than an orphan. Nyssa was the last survivor of her home world.

She'd been so intent on Nyssa - how did she know her name? - that she'd failed to even notice the man under the console. At least, until he poked his head up and looked over the top of it. "Nyssa!" He was happy to see her, but a bit confused, nonetheless. "I thought you'd be sleeping for a few more hours at least."

She smiled tightly as she lowered her eyes and took a few steps closer. "I couldn't sleep."

"Is something wrong?"

The confusion in his voice had turned to concern. Rose watched him as he rose to his feet, brushing himself off. He was not young, but neither was he old. With boyish features and blonde hair that just touched the collar of his shirt, he was full of expression and energy. This was the Doctor.

She was sure that his outfit was incomplete. The jacket hanging on the rack and the sweater on the console were probably the rest of it. But the room was warm - too warm, actually - and he'd rolled up the sleeves of his shirt and loosened the top few buttons to compensate.

"Nothing that can be fixed," she said quietly.

He frowned. "Between your insomnia and Tegan's nightmares..."

As she came closer, Nyssa gave another tight smile. "At least Tegan has a good reason."

She paused for a long moment, running her hand along the edge of the console. The Doctor's eyes followed her, and his frown deepened as he took a step closer.

"Tell me." It was somewhere between an invitation and a command.

Nyssa sighed deeply as she looked up. "You've heard it all before, Doctor. I just feel... out of place. Homeless, in a way."

"Your home is here, in the Tardis."

"Yes, but..." She smiled again, tightly, and shook her head. "Oh, Doctor, you couldn't possibly understand what it feels like to know that everything you remember, everything you grew up loving and everyone you respected... that it's all gone. That you can never go home."

He watched her for a moment, then lowered his eyes to the console, away from her. "No," he admitted. "No, I don't know what that feels like. And I don't envy you that feeling."

She sighed. "Doctor, I love travelling with you. I really do; I love it here. But I can't help feeling... Every night, when I lie in bed, I think of what I would be doing now if I'd never left Traken. I mean, if it had turned out the way I had expected it to when I was young."

Rose couldn't help but smile at that. She didn't know how old the Doctor was in this memory, or even which incarnation this was for him. But it certainly must have sounded strange to his ears to hear a girl Rose guessed to be sixteen or seventeen years old talking about when she was young.

"There were so many expectations of me," she continued. "Not unfair expectations, mind you. I never resented them. But my father and my mother both were very influential people. And when my mother died, my father's attentions were placed very much on me. The finest tutors, the best cultural and religious education that money could buy. He once paid a small fortune for me to visit the Tombs of Caricula with a full escort, just so that I could have the experience of seeing it."

She was smiling at the memory, shaking her head just slightly, as if in disbelief. The Doctor, too, was smiling, though his expression was softer, still concerned. As he realized she wasn't continuing, he filled the silence.

"Your father loved you very much."

Head lowered, she shut her eyes as her smile grew sad. "Yes, he did."

The Doctor waited. In the silence that followed, Rose looked from Nyssa to the controls on the console. They were so different - the entire room was different - from her Doctor's Tardis. As she reached out to touch the levers and buttons, she found them cool. Cooler, at least, than the rest of the room.

"Sometimes I feel as if I shouldn't be here," Nyssa finally said, boldly. "I do enjoy this - so much more than I could ever say. But I don't deserve to -"

She cut off suddenly, closing her eyes again and lowering her head. The Doctor raised a brow. "Deserve?"

He gave her a moment, but she didn't answer. Finally, he crossed to her, setting his hands on her shoulders. "Nyssa..."

Rose was drawn to the feelings he had for this girl. If not a father figure, he was at least an older brother. But no... it was at once more and less than that. Perhaps he saw himself as more of a teacher, and she was his favorite student. That description seemed to ring true. That was very much how he saw her. He admired her, both for who she was and all the potential of who she would be. He enjoyed being with her, enjoyed teaching her. He enjoyed watching her progress, and he enjoyed knowing that he could count on her. He knew her limits and he knew which ones to push to make her grow and achieve more than she ever thought she could. Watching her experience life brought him great joy.

Rose smiled to herself as she watched them. What a very different man he was. And yet, he was still the Doctor. He was still the same...

"Survivor's guilt is a very powerful thing," he said softly. "That I _do_ understand. But if you let that guilt make decisions for you, you will never accomplish half of what you're capable of. Then your father's efforts will have truly been in vain."

"And if I stay here with you?" she said tightly, taking in a breath as she looked up and faced him head on. "If I stay here in the Tardis until I grow old and die?"

"It's a very long time before that's going to happen."

"But every moment that I spend here, I feel I'm wasting."

He blinked, startled and confused. He dropped his hands to his sides as he studied her curiously. "Wasting?"

"I want to accomplish something, Doctor."

"And you have! Numerous things, in fact, that could've turned out very differently without your expertise."

"But you don't _need _me."

"Who says I don't?"

"Do you?"

Suddenly in the spotlight, he choked. The answer should have rolled off his tongue, but it didn't. And when he hesitated, Nyssa dropped her head again, smiling sadly as she looked away.

"I need to know that you're happy, Nyssa," he finally answered. "And that you're safe."

She swallowed hard and looked back up. "And if I could be happy and safe somewhere else?"

He hesitated again, drawing in a deep breath before he replied. "Then I would be very sad to see you go."

"But you would let me?"

"You're not a prisoner, Nyssa. You're a grown woman."

"I didn't realize you'd noticed."

Rose's eyes widened a bit at the tone, and the words, and the look the girl was giving him. But the Doctor only answered with a look of confusion. He'd heard the same words, seen the same look, caught the same rush of pheromones that was so strong even _Rose _would swear she smelled it. But he was still, for all intents and purposes, entirely oblivious.

_Oh, Doctor... Some things never change, do they?_

Nyssa wasn't surprised by his reaction or, rather, lack of one. She turned away, and Rose smiled knowingly as the girl walked closer to inspect the console. "Don't feel bad, Nyssa," Rose said without thinking. "He's a bit thick sometimes."

"What?"

Rose blinked, startled. She hadn't been expecting a response. Nyssa was looking at the Doctor, and he was looking back at her with that same look of confusion. "Nothing. I didn't say anything."

"Oh. I'm sorry, I thought you did."

Eyes wide with curiosity, Rose took a step closer, leaning forward on the console to look into the girl's face. "Nyssa?" she asked quietly. "Can you hear me?"

She could tell by the pause that the girl did hear, and by the crinkled brow that she didn't understand. "Doctor, do you hear something?"

Rose spoke louder as she stood up straight. If this was the Doctor's memory, all locked up inside of his mind, then talking to any one of the characters inside could very well mean she was talking to him. It wasn't for sure, but it was definitely worth a try.

"Yes! It's me; can you hear me? I have to find the Doctor."

"Doctor..." Nyssa looked up, brow furrowed. "Are you sure you can't hear that?"  
Before she had a chance to shout again, Rose found herself standing in the empty darkness. A moment later, as if her vision were clearing after unconsciousness, the hallway took shape around her. Frustrated, she let out a growl and hit the door in front of her with her open palm.

"Come on!"

She'd been so close! She was sure that woman had heard her! But now the door was sealed, and that memory was gone. "Open!" she yelled at the door. "Open back up! Let me talk to her!"

Getting no response, she turned and looked down the hallway. "Romana! Where's the bloody key to this door!"

"Romana isn't here."

She spun quickly, and her eyes widened as she saw the woman from the vision, dressed in the same maroon velvety outfit with hideously poufy sleeves. Nyssa. Beside her stood a boy - the boy whose voice had interrupted her. She recognized him before she was even sure of why or where from.

"Adric?"

"Yes, that's me." He smiled. "You must be Rose."

"Why are you yelling?" Nyssa asked.

Rose studied her for a moment. "Nyssa, right?"

She nodded, smiling politely.

"I..." Okay, so now she had them here. Now what was she supposed to do? "I have to find the Doctor. Can you help me?"

Nyssa's smile broadened as she nodded. "Of course."

***X*X*X***

Talking to Nyssa and Adric was familiar, as if she had done it a thousand times before. The way the boy's brow furrowed in concentration, and Nyssa's thoughtful gaze into space - it was like coming home to old friends she'd not seen in years. It was hard to believe that she'd never actually met either of them before.

"It doesn't make any sense," Adric said.

"What doesn't?"

"You wouldn't be able to talk to the Doctor from inside one of these rooms. And you certainly wouldn't have been able to talk to Nyssa."

"But I did talk to her!" Rose said. "And then when I came back into the hallway, there she was. I talked to the Doctor, too. When I first came here, I had a whole conversation with him when he was a child."

"But that's impossible."

"Perhaps not," Nyssa offered quietly. She glanced up, first at Rose, then at Adric. "If time can be rewritten, why not a recorded psyonic energy signature - dormant or otherwise?"

"But we're not talking about rewriting an event. There's nothing being written to write in another way!"

"Adric." With the endless patience of a wiser, older sister, Nyssa turned to face him. "The way we remember things is not always the way they happened. Is that true?"

"Yes."

"And an abnormal fluctuation in the energy signature inside the room could cause an alteration in the pattern such that the range would attempt to correct itself by any means necessary. If the easiest way to correct it is by interacting with the unknown disruption..."

"Then it's not actually the Doctor she would be talking to. It's a hypostatic energy signature."

"But does it matter? The Doctor would still _be _the Doctor. In his own mind and memories, he knows who he is and how he would react. And more importantly," Nyssa was beaming as she looked back at Rose, "he would _remember _the conversation just as if it had truly happened that way."

"Why is that important?" Rose asked, confused.

"You said the Doctor responded. When the Master had you cornered, just before you met Romana."

"Hardly the same thing," Adric protested.

"No, but listen! If the Doctor responded, that means he is watching somehow. He's paying attention. Out there, somewhere, in some form, he's trying to help you. If you can explain the situation to the Doctor in the energy room, the Doctor who's watching, who's trying to help, will retain thatmemory!" She was smiling from ear to ear. "You're getting the audio-visual representation of himself to come up with a solution, and write it into his own mind!"

Rose stared. It was profound, and yet made an odd sort of sense. "So, it might work then?"

"Well, it is worth a try," Adric admitted.

"But I couldn't talk to him," Rose reminded them. "She heard... something. Maybe because I was standing right next to her."

"That shouldn't matter," Adric said confidently.

"But he didn't hear anything. Nothing at all."

"You'll need to find a time when his mind is unguarded," Nyssa said.

"Unguarded," Rose repeated, considering carefully. She had seen him unguarded. But it hardly seemed appropriate to interrupt one of those moments to strike up a conversation. How would she even go about doing that?

"I know!" Adric suddenly said, brightly. "The Zero Room! Right after his regeneration!"

Nyssa smiled broadly. "Yes, that's perfect!"

"What's a Zero Room?" Rose asked, confused.

"It's a room of the Tardis designed to block out all psychic interference," Nyssa explained. "After his fourth regeneration, the Doctor's mind was very vulnerable. He went there to recover."

"And you know where this Zero Room is?" Rose asked.

"Oh, yes, of course. Come with me!"

Rose was on her feet instantly, following the two of them down the hallway at a quick clip. She had to marvel at the pace Nyssa could keep even in those high heeled boots. As they stopped outside of one of the doors - they both seemed to know precisely which one - Nyssa turned back to her.

"We'd best not go inside with you," she said. "It would only make things more complicated. And the Doctor can't come out, of course. But we'll wait for you."

Rose smiled as Adric touched the door and it slid open to reveal the darkness on the other side. "Thank you."

They nodded back to her, and she took a deep breath as she stepped into the black room. As the door slid closed behind her, the room brightened quickly. Grey walls, grey ceiling, grey floor, pink glow - all empty but for the blonde Doctor sitting against the far wall with his eyes closed, leaning forward against his knees.

"Doctor?"

There was no response. A bit less timidly, she tried again. "Doctor, can you hear me?"

"Of course I can hear you, Tegan. What do you want?"

Her heart leapt into her throat. He could hear her. Taking a few steps closer, she lowered to her knees beside him. He was wearing the sweater and coat she'd seen hanging up in the Tardis control room. A cricket uniform, she suddenly realized.

"No, not Tegan," she said quietly. "My name is Rose."

Slowly, he raised his head. There was a mix of fear and confusion and bewilderment in his eyes. "Who are you? How did you get in here?"

She breathed a sigh of relief. It _was _him. It felt like him. And he could hear her. Now the only question was, how best to make him understand? His own words, perhaps. What would he say? How would he answer a question like that? "Oh, well, that's a lot of wibbly-wobbly, timey-wimey stuff."

His eyes narrowed, just slightly. Her smile broadened. She remained on the floor as he sprang to his feet, never taking his gaze off her. "Alright. You're clearly some sort of mental projection of... what, exactly? Must be of my own doing since we're in the Zero Room." He looked around, worried. "We are still in the Zero Room, aren't we? Or am I dreaming?"

She stood, but remained a safe distance from him. He seemed unsure. Panicked, almost. His regeneration had been difficult, Nyssa had said. That probably explained it. She gave him space.

"You're not dreaming, Doctor. And I don't have a lot of time to explain. I'm... Well, I'm from the future. Your future."

"How did you get here?" He was still eyeing her as if she might spontaneously combust at any moment.

"I was sent by you. Sort of." She winced at her inability to explain. "I'm trying to help you."

"Help me to do what?"

She sighed deeply, wishing there was a way to skip through the explanation. She was getting so tired of giving it. Now, when it really mattered, she feared she was going to leave the important things out.

"I'm trying to help you wake up."


	6. Chapter Five - The Doctor's Plan

**CHAPTER FIVE**

**The Doctor's Plan**

The Doctor was asleep. River watched him quietly for a moment, wondering how long it had even been since his eyes had closed. He'd been so quiet, so intensely focused on the bodies of the human and the Time Lord - his _own _former body - on the floor of the control room, she hadn't even noticed when he'd fallen asleep.

With a sigh, she stood and walked to the younger Doctor, kneeling beside him and feeling his icy skin. Perhaps they should move them. She had found the bedrooms, and it would certainly be more comfortable. Not only for the two who were asleep, but for herself and the older Doctor as well. Sooner or later, they would need to sleep, too. It had already been more than ten hours since Rose had laid down on the floor. Longer, for the Doctor.

His body was in a state of near-hibernation, comatose nearly to the point of death. A self-induced sleep that no human could mimic. His chest rose and fell only a few times per minute, hearts alternating in their beats, just as slow. His skin was pale and cold and grey. He looked dead. If she didn't know better, she would think he was dead. Only his mind was still alive, and that only in parts. Just now, it probably wouldn't make one bit of difference to him if he were on the floor, or a bed, or an uninhabitable planet. A well-refined mechanism of self-preservation: he was sleeping until it was safe to wake up.

Rose, on the other hand, was a different story.

"Doctor?"

He jerked awake and looked immediately over at her. "What? What's wrong?"

"Nothing's wrong but... Rose."

"What about her?" He stood, rubbing his eyes.

"If she's going to come back to that body, we'd better tend to it. It's been quite a while, and there's no telling how much longer. She could die in there and never even know."

He hesitated a moment, then walked over to them.

"We should probably move her somewhere a bit more permanent," she suggested.

"Yes, and probably start some intravenous fluids before she starts to suffer from dehydration. We don't need her kidneys shutting down while she's in there."

River smiled knowingly. "I'll take care of it. Just help me get her to the bedroom. Do you remember which one's hers?"

He slipped his arms under her, rising carefully as he cradled her weight against him and gave a quick, serious nod. "Of course."

River followed a step behind as he carried her to the bedroom and laid her down carefully. "I trust that you know where the medical supplies are, as well?"

"Oh, they're around here somewhere."

Pausing only long enough to smooth the sleeping girl's hair back, the Doctor turned and wandered out of the room. River walked to the wardrobe, rifling through until she found a calf-length robe. By the size - at least two sizes too big - it didn't look to be Rose's. But it would have to do. It was the easiest thing she could find to dress her in.

The extent of River's medical training was basic. But she was sure she was well enough able to insert the appropriate tubes. The Doctor watched from the doorway, a safe distance away.

"You know, you could give me a hand," River suggested, trying to maneuver the unconscious girl into the robe.

"Do you need one?"

"I might."

River's strength was waning fast. Much faster than she had anticipated. It was one thing to stand in the control room, quiet and for the most part still, inspecting the workings of an unfamiliar T-40 theme. It was quite another to actually put her mind to accomplishing some sort of mental and physical task.

"Are you okay?"

She opened her eyes - when had she closed them? - and saw the Doctor kneeling in front of her, holding her arms. Confused and unsure how she'd ended up on the floor, she put a hand to her head. "I... yes."

"It's been a while since you've done this, hasn't it?"

"Done what?"

"You're accessing old memories," he said quietly. "And you're trying to keep the connection open for Rose. It's taxing your mind, and you've got no coping mechanisms in place."

She stared at him, shocked. "But I was just fine until..." She shook her head. "It hit me so suddenly."

"As soon as you attempted to access a dormant memory. And now you're better again."

She nodded slowly. "Yes, I think so."

"Remember, River. She's not _just _in his mind. She's using yours. And you've never been trained to control even _half _of what your mind can do. You need to be very aware of that."

She took a deep breath, and let it out slow. She felt a bit foolish as the Doctor moved her aside and reached for the IV. Of course Rose was channeling through her. But she couldn't feel it. She hadn't been able to feel it for so long now, she'd simply forgotten. In a way, it was good. It meant that the channel was strong, and was in no danger of failing. But it certainly wasn't good for River's own mind when she forgot she was operating with only a portion of her normal resources.

She watched him silently as he finished the task she had begun, then suddenly stopped cold, hands in midair as he reached to hang the IV bag on the corner of the dresser.

"What?" she asked, immediately and instinctively concerned. "What's wrong?"

"Nothing."

Lie.

He hung the bag, stood, and stared for a long moment at the girl on the bed before cutting his gaze to River. "Genius! Yes! That's perfect!"

"What?"

He was already bounding for the door. Eyes wide, she followed him. "Do you mind sharing your plan, genius?"

Down the hall and to the control room, she watched as he fired up the Tardis. "Not _my _plan - well, not _me_, me, the _other _me from a long time ago! His plan! Well, I suppose it's still my plan if I was him and he was me but that's not the part that matters!"

"So where are we going?" River cast a quick glance at the unconscious figure on the floor as the Doctor ran circles around the console.

"We're going for a ride." She had no chance to protest before he suddenly flipped the dematerialization lever and the Tardis lurched into motion. "I need to find an old friend."

*X*X*X*

"So you're telling me that a future version of me came into the mind of a present version of me - _your_ present version, my future..."

Rose frowned. "You make even the simple things sound very complicated."

"I'm just trying to keep the story straight."

"I don't know if he was a future version or a past version or... a sideways version. All I know is that he showed up. And he seemed to know what was going on. He stopped the Master, and then I woke up and he wasn't there."

"That's not possible."

"Oh, if I had a penny for every time you said that..."

"It's not _logical_, is that better?" He rose to his feet, pacing the white floor back and forth. "For the future version of me to go back into the mind of a present version of me in the way you're describing is _very _dangerous! I would never risk that!"

"Well, this whole thing is dangerous and if you don't risk it, you'll die!"

She rose too, onto her feet, crossing her arms over her chest as she watched him pace. She was tired of hearing about impossibilities. She was tired of watching him wind up his frustrations. She didn't know how long she would be able to stay here before the memory faded - as they seemed to whenever they deemed themselves finished. And she needed an answer before then.

"That thing is eating at your brain. It's going to kill you. And I don't know how to stop it."

"And this future version of me? He doesn't know how to stop it either? Because if he doesn't, I can't imagine what help you think I'm going to be! I don't even know what -"

"I don't know if he could help; I didn't talk to him. Blimey, you're easily flustered! Will you just stop hyperventilating and take a breath?"

He stopped pacing and looked up at her blankly. She scowled back.

"You're the Doctor. And I'm talking to you. Now think of something."

He stared. "Are you always so rude?"

Her jaw dropped. "_You're _asking -" She cut off and put a hand over her eyes, shaking her head. "Alright, you know what? We really don't have time to argue. Please. Just..." She dropped her hand and sighed deeply. "Tell me how I can help you."

He studied her for a moment longer, then turned away, pacing again. "You're not going to be able to starve it. Whoever told you that has clearly never seen the inside of my head."

"Yes, well, I know that now."

"You may be able to entice it. To reason with it."

"Is it capable of reason?"

"I don't know. I've never met one. Have you?"

She shook her head.

"I need to see this thing. This Quiescenary."

"Inside of the hallway, you mean?"

"Yes, if you like."

"Well, good. Because that's what Romana said, too."

"Romana?" he glanced up, surprised.

"Yes, she said we needed to bring you to the hallway. But then she disappeared. I don't know where she ran off to."

He hesitated for a long moment. She could see him thinking. No, she could feel it - a headache building behind her eyes as his mind raced much too quickly for hers to follow. "I can't go into the hallway," he said. "It's outside the bounds of my reality. So are you, for that matter."

"You're an energy signature. Right, I remember."

He paused and turned away, holding his head the way the Doctor - her Doctor - did when he was thinking a thousand things at once. But there was no quick-running Time Lord techno-babble. No pulling at his hair and spinning in circles talking about the size of his head. Instead, he only offered a simple, "Of course."

"What?"

He turned back to face her. "The other version of me was able to exist in the hallway because he integrated himself into his own informational substructure."

"And that's good," Rose guessed.

"As long as he never encountered his own consciousness, he could avoid any possibility of an intrastructural paradox. But he was an anomaly - and a dangerous one. My consciousness would have been drawn to that point, had he stayed long enough."

"So... we need to make something dangerous?" Rose frowned. She was following him so far, even if she hadn't the faintest idea where he was going with this.

"No one but your current incarnation of me will know where things are in his informational substructure. The memories are the same - some of them, at least. Most of them, I would think. But the pathways are quite different. Things are prioritized and categorized differently because they have different significance with each regeneration. No one else will know where things are kept except the version of me that's under attack."

"Well, believe me, I would love to talk to him." Rose leaned forward, staring directly at him as she asked pointedly, "But _how_ do I get him into that hallway?"

Again, the gears were turning in his mind. Rose shut her eyes as the headache built up. At least he wasn't theorizing out loud as if she might understand it. She hated when the Doctor did that...

"He's unconscious," he finally said, slowly. "Probably, if I had to guess, in a self-induced coma. That means there's very little brain activity - very little consciousness to be drawn. In fact, the doors you open and whatever the Quiescenary is doing as we speak are probably the only activity going on at all."

"So I need to increase the activity?"

"And, more importantly, you need to create an anomaly that he will be able to locate immediately upon baseline consciousness."

"And how do I do that?"

"You may not have to do. It's entirely possible that the Quiescenary will provide that anomalous threat in and of itself."

"So... I just have to make him more conscious."

"Exactly!"

"How?"

"Open _all _the doors."

Her eyes widened. "Do what?"

"Release that dormant energy out into free space and it will create chaos. Chaos will induce panic, panic will create an adrenaline response and adrenaline will trigger the brain into hyper-consciousness! It may not be enough to fully wake him, but it should be enough to restore him to baseline self-awareness."

"But Romana said if I opened them all that it could kill him."

"Yes, well, he'll respond long before that happens. I promise you that."

"But even if he does, those doors are locked for a reason. Opening them all, won't that be painful?"

"Oh, immensely."

She swallowed.

"Most importantly, he's not the only consciousness that kind of activity is going to draw. There's another sentient being in his mind, besides you."

"The Quiescenary."

"Yes. He won't have to look for it at all. It will be right there waiting."

"And if it responds before he does?"

"Avoid it. And don't let it stop you."

"Easier said than done. I don't even know what it looks like..."

"It won't be able to restore order. If you keep opening doors, there will be nothing it can do to keep him from responding. And you're going to need help."

She paused for a moment, watching him warily. "What sort of help?"

He turned and looked straight at her. "The kind you can't find for yourself. The kind I'm going to have to get for you."

*X*X*X*

"You can't be serious."

"Of course I'm serious. I'm always serious. Why wouldn't I be serious?"

River was following him around the Tardis console, arms crossed in her best "dare you to defy me" pose. "What are you going to say to them? Hello again, I'm the Doctor and I need to put you into my memories?"

"Yes, I'll try something like that, though maybe with a bit more... finesse."

"Oh, that's you, alright. King of finesse."

He ignored her, watching the meter - how had he ever gotten by with such basic equipment? - on the timeflow module. He had to be precise. And he had to be very specific. He could only talk to certain of his former companions - those whom he trusted most and had hurt the least. His options were limited, within those parameters. He also had to locate them at a time when he ran no risk of encountering himself. And he was on a tight schedule. The longer he waited, the weaker his other self got.

"A few we can rule out right from the start," he declared. "Romana, for one. Kind of hard to ring her. Jamie and Zoe - they don't even remember me. How about... Sarah Jane? She was known to his regeneration, so she should be easy to channel inside. With his mind's structure disintegrating the way it is, his defenses will be mush anyway."

He smiled broadly as he set coordinates. Out of the corner of his eye, he could see River watching him with arms folded. "You're really going to do this," she said in subdued disbelief.

"Of course I am."

"We're going to have to channel every one of them. That's going to take an enormous amount of concentration."

"No, you're wrong."

"How am I wrong?"

"_We _are not going to channel them. _I_ am going to channel them."

She rolled her eyes. "Oh, well in that case, it makes _much _more sense!"

"Actually, it does."

He paused only briefly as the time rotor started, making its familiar sound - the sound that she probably still thought was the parking brake. He'd never known, before she'd come out with that, that the Tardis had a sense of humor.

"You may have been exposed to the Time Vortex and you may appear, for all intents and purposes, to be biologically Gallifreyan, which is in and of itself a bit of an oxymoron since you were conceived long after Gallifrey had ceased to even be, but -"

"Your _point_, Doctor?" she demanded, narrowing her eyes at him.

"The Tardis recognizes you as a controller, which means that your mind is not human. But it's not Time Lord, either. You don't know how to use it, at least not at its full potential. Probably not even half." He turned and looked straight at her. "You told Rose that she could starve that Quiescenary. Which tells me that you have absolutely no idea how _immense_ a space she has to cover and more than that... it tells me that you have absolutely no idea what my mind - my fully developed, fully Time Lord mind - is capable of."

She was frowning now. "What do you mean?"

"This thing isn't the first monster I've had in my mind; far from it. It's not even the scariest one. It just caught me off guard. But restore consciousness to that body," he nodded toward the sleeping figure on the floor, "and you and I and Rose won't have to do a thing. He'll do it all by himself. Easily, in fact."

"And you think that channeling more companions into his mind will help him regain consciousness?"

"Well, that depends on what kind of chaos they can create. I have a plan for that, too, actually."

With the Tardis already careening through the Time Vortex, River unfolded her arms and stepped around the console, closer to him. "Doctor, you may have a great big Time Lord mind, but if you're already feeling the effects of what Rose is doing in there, you _are _vulnerable. You can't expect me to agree that it's a good idea for you to tax your mind even more."

"You're right. I can't expect that and I don't. You don't have to agree with me at all. But it's not going to make any difference."

"Doctor!"

She was slowly realizing that she would get nowhere with her "tough as nails" routine. So she tried the next approach: bargaining.

"At least channel them through me."

"No."

"Why not?"

"Because your mind can't handle it!" His hard tone, and the glare he gave her, made it clear that this point was not up for debate. He softened both as he continued, looking away. "I know what I'm doing, River. And I know how much I can take."

"And we both know you won't _stop _when you cross that line."

They'd materialized. Pushing past her, he was halfway to the door before she interrupted him again. One last ditch attempt to stop him. "Doctor?"

He paused, turning around to face her. But his look made it clear that she couldn't persuade him, and finally, she sighed and shook her head, swallowing her argument. The Doctor watched her a moment longer, then turned away again, throwing open the door of the Tardis and jogging to catch up with the woman who was walking briskly down the street.

"Sarah Jane!"

She turned, startled, and stared at him as he came closer, slowing to a walk. "Sarah Jane?"

"Yes?"

He beamed. "Sarah Jane, do you see that police box over -" He turned, only to find that the view of the Tardis was obscured by a moving van in the way. He sighed as he looked back at her. "Oh, never mind. The Tardis is parked somewhere over there; big, evil, scary things are eating away at a former me's brain; and hello again, I'm the Doctor. Nice to see you; I need your help!"

Jaw slack and eyes wide, Sarah Jane stared.


	7. Chapter Six - Sarah Jane

**CHAPTER SIX**

**Sarah Jane**

"Doctor?"

Was it really him? Sarah Jane found herself staring at the energetic young man with the bow tie and the pants that were an inch too short. He looked nothing like any of the Doctors she'd met thus far, but that didn't mean anything. Only the Doctor would show up with an introduction like that.

"You've changed," she finally managed. "Again."

"Yes, I do that from time to time." He smiled. "Neat little trick, as you already know."

She glanced at her watch, then in the direction of the bus stop and the bus she suspected she wouldn't be taking now that the Doctor had shown up again. What was he doing here? He always seemed to pop up at the most random times, and with the strangest adventures in store. And what did he mean, something was eating away at his brain?

Energetic as ever - he was like a little kid! - he clasped his hands and leaned forward. "So! Any chance I can steal a moment of your time? I really do rather need your help."

Even as light as his voice was, rushed as if he couldn't wait to get to the punch line of his story, there was something serious in the way he finished. She frowned as she studied him, trying to reconcile all that she knew about the Doctor with the man who stood in front of her.

"Well, yes, of course," she determined, turning her attention away from her plans for the day and firmly towards him. He wouldn't be here if it wasn't important, after all. In all the years she'd known him - in and out of her life with a half dozen faces - he had never simply stopped by for tea. "What do you need?"

The Doctor smiled, then turned slowly on his heel to lead the way back towards the Tardis. "I need you to go into my head - well, not _me_ me, the other me - and... well, open doors."

"Go into your head?" she repeated. "Open doors? Please tell me you have more of an explanation than that."

"Well, I do but it's sort of difficult to explain. You see there's this thing - this life form, it's called a Quiescenary - and a former version of me - a version you _have_ met, by the way - encountered it and now it is, for lack of a better way of describing it, inside of his brain."

He was twisting his hands in gestures as if that would somehow help her to grasp the concept he was explaining without ever taking a breath or, it seemed, pausing to finish a sentence.

"The Quiescenary is eating up the dormant memories, things he's forgotten - _we've _forgotten - and to stop it, we need to wake those memories up. Preferably before it kills him, or else things will get very interesting for me. Now. Rose - you remember Rose, we love Rose, everyone loves Rose - Rose is already there. She's already been channeled into my brain - his brain; _our_ brain - and she is waking up those memories but she needs help. She cannot do it alone and that's why I need you."

He stopped just outside the door to the Tardis and turned to her, his look very serious in spite of the rambling sort of casual talk. Very suddenly, that light, conversational tone dropped and he continued in a low voice.

"I need to channel you into my mind where you are going to see things you may not want to see."

"Is it dangerous?"

"You can't be _hurt_, but you can feel. You'll feel what I feel when I think of these memories and you'll also feel your own emotions. It won't feel nice. And more importantly, you can't un-see the things that you're going to see." He lowered his eyes, his voice dropping a notch. "I know you're not fond of the darker side of this life."

She watched him for a moment, absorbing the seriousness of his words. The warning was well heard, but it made no difference. If he needed her, she would be there. It was very simple, really.

"Doctor, I may not be fond of it," she agreed, straightening to her full height. "But that's never stopped me before."

He glanced up at her with hooded eyes.

"This world - this universe - needs you," she continued with a tight smile. "And if you need me, here I am."

He watched her for a long moment, then a knowing smile crept across his face. "That's my Sarah Jane," he said quietly, through the smile. "I always know I can count on you."

Smile firmly in place, he turned and pushed the door open to the Tardis, leading her inside.

*X*X*X*

The silence was endless. With a gasp of surprise as she realized there was empty nothingness around her, Sarah Jane opened her eyes and stared down the narrow, white hallway of the Tardis. At least, it looked very much like the hallway of the Tardis. Specifically, one of the hallways she remembered from travelling with the Doctor in her younger years - endless white walls that seemed to somehow illuminate themselves in shades of grey shadow. If she hadn't known better, she would think this might actually be one of those Tardis halls.

But that wasn't right. That couldn't be right. Her body was asleep on a cot in a room of a more recent Doctor's Tardis, all aglow with an odd mix of orange and blue light. She remembered lying down there. She'd closed her eyes, and when she'd opened them, she'd been here. It was jarring in its suddenness, and shockingly real - not at all what she had expected the inside of someone's mind to look like. Of course, she wasn't really certain what she _had _been expecting. The Doctor hadn't exactly described what it would be like, except that there would be doors. And he was certainly right about that. There were thousands of them, stretching into the distance in either direction.

The sound of one of those doors opening startled her. It seemed so loud in the complete stillness. Spinning around, she saw Rose step into the hallway, immediately smiling as their eyes locked.

"Sarah Jane!"

It suddenly occurred to Sarah Jane that she hadn't quite prepared herself for the emotion of seeing Rose again. And she was surprised by just how overwhelming that emotion was.

"Rose!"

When she'd seen the young woman's name on the list of the dead after Canary Wharf, there really wasn't anyone to share in her grief. She'd hardly known her, but they were somehow connected - if only by the Doctor. Sarah Jane knew few of the details of just what had happened at Canary Wharf, but there was no doubt in her mind that the Doctor had been there. It suddenly occurred to her to wonder if the new Doctor - the young one with the bowtie and quick speech - had felt the same thing when he saw her again, here, back from the dead. Or rather, before she had died.

"It's so wonderful to see you," she said as she stepped forward and hugged the girl tightly.

"You too." Rose clung to her for a long moment, relieved. "When he said I would need help, you were the very first person I thought of."

"When who said? You mean the Doctor?"

"Yes." Rose pulled away and frowned with a look of confusion. "Well, sort of. I think I just talked to a memory of him."

"Oh?" Sarah Jane raised a brow. "How does that work?"

Rose shook her head as she heaved a sigh. "It's complicated. I'm not even sure I understand it."

"Well, what did he look like?"

"Blonde, striped pants, tan coat. I think he was actually wearing a cricket uniform."

"That would be his fifth incarnation!"  
"Fifth!" Rose's eyes widened. "Blimey, how many has he had?"

"I don't know. Seven that I've met. Though I think there must be more."

Rose looked around, up and down the hallway, and frowned. "I wonder where Nyssa and Adric have gone."

"Who?"  
"They're... well, it's hard to explain."

Sarah Jane let the question go unanswered. She studied Rose for a moment longer - it was like a miracle to see her again - before breaking her gaze and glancing up and down the long hallway. "So these are the doors we have to open?"

"Yes."

"Goodness, there's so many of them!"

"They all have memories behind them that the Doctor has forgotten about."

"And by opening them, he remembers?"

"Sort of." Rose paused briefly. "It's not as simple as that. When we open the doors, there's energy and emotions inside. I think I've sort of felt that already. But he said that the more doors we opened, the more chaos it would create. And if we were all together in one place, doing that, there would be a very strong energy signature - a foreign presence - for him to follow."

"What do you mean follow?"

"What we're doing is supposed to bring the Doctor here, so that he can face the Quiescenary. Find out if it can be reasoned with and how to stop it." Again, she hesitated, brow crinkling as she frowned. "Does that make any sense at all?"

"Yes, mostly," Sarah Jane took a few seconds to look up and down the hallway. "So are we looking for others? To all be in one place?"

"He said he would have to bring us all together. Right now, we just open doors. And stick together."

"Oh, well, that sounds simple enough." Sarah Jane took a step closer to one of the closed doors.

"Oh, but be careful!"

She stopped abruptly, and looked back. "If you step inside, you may not be able to get out until it's over."

"Until what's over?"

"The memory. I think. It's hard to explain." Rose took a deep breath, and looked up and down the hallway. "There's got to be a way of opening the doors without actually going inside. Maybe with two of us, we'll be able to do it. If we maybe... hold on to each other or something."

"Right." Taking a deep sigh, Sarah Jane focused on one of the doors again. "Well, let's get to it, then, shall we?"

***X*X*X***

"What now?" River asked, carefully closing the door to the room where Sarah Jane was sleeping.

"We need more," the Doctor answered, leading the way back to the control room.

"Well, I figured as much. You'd hardly be content with two people and their thoughts and reactions running through your head along with a bunch of dormant memories they're waking up."

He ignored her sarcasm, bounding up the steps to the console and clearing the dials before sending them back into the time vortex. "Companions that know _this _version of me are preferable to others," he muttered, almost to himself.

"Why?"

"Well, it's a simple matter of familiarity."

"You mean he'll be more likely to let them in."

"No. Right now he's pretty much incapable of keeping anything out. But they'll be more familiar with him."

"I suppose that makes sense."

"So then it's just a question of who." He paused. "Can't call Donna; she doesn't remember me. But Martha..."

"Doctor, if he hasn't met these people yet..."

"Doesn't matter," the Doctor interrupted. "She's closer to knowing him at this stage than anyone else."

"But if the goal is to make him respond, he'll see a stranger."

"And she'll know how to handle herself because she'll know how to handle him."

River sighed. "Alright, fine. Sarah Jane and Martha. And that should be quite enough."

"I doubt it."

River stared for a moment. "Just how many were you planning on recruiting?"

He paused with his hand on the dial, considering carefully at just what stage of life he wanted to approach Martha. "Just as many as my mind can take," he finally answered, throwing the lever on the Tardis to send it back into the vortex.


	8. Chapter Seven - First Impressions

**CHAPTER SEVEN**

**First Impressions**

**(REF: The Time Warrior)**

Rose was watching Sarah Jane closely, paying attention to how much of the unfamiliar world of the Doctor's dreams the older woman was understanding. Rose had explained the situation to the best of her ability. River had explained it before Sarah Jane had stepped into the Doctor's mind. But it was still incomprehensible in so many ways, and Rose was slowly beginning to realize just how much of it Sarah Jane accepted on faith alone.

They had been walking slowly down the center of the endless hallway for several minutes now, though it was hard to say where they were going or even what they were looking for. The Doctor had warned against opening doors at random. They needed a specific event, a particular memory to converge on. Unfortunately, he hadn't told her which memory it would be. Rose was hoping that it would be obvious when she came to it. In the meantime, she kept an eye out for another friend of the Doctor's.

"Are you alright?"

The older woman had stopped cold in the hallway, brow crinkled in a look of confusion.

"I just had the oddest sense of déjà vu," Sarah Jane said.

"What do you mean?" Rose glanced around her, up and down the plain-looking hallway. "Like... as if you've been here before?"

"Yes." Sarah shook her head. "I mean no. Not only that. There's something different. Something... familiar."

She was drifting toward one of the doorways, like a moth to a flame. Rose didn't quite have a chance to call out before she touched it. "Sarah Jane, wait!"

But it was too late. The door swung open and for a moment, all Rose could see was bright white light. Then, as the light faded, she found herself overcome with the same, strange sense of familiarity. Not a sense of déjà vu as such, but a feeling that everything around her was a part of her home, her natural surroundings.

"That brigadier chap. Military idiot." The voice was clear before the room was. As the white haze receded, Rose saw that it belonged to a middle aged man in a white lab coat and thick, wide-rimmed glasses. Beneath his coat was a low cut vest and a bow tie, and he stood quite relaxed beside a man who could only be the Doctor although his face was, once again, unfamiliar.

"Yes, I know how you feel," the Doctor answered. "Still, he means well, you know."

Rose studied him curiously. He was wearing an olive green velvet jacket and ruffled shirt, with white curly hair and an attitude of standoffish authority. But his demeanor wasn't unpleasant or rude. In fact, he immediately struck her as a bit _too _pleasant. He was well mannered, and terribly polite.

"Haven't seen my wife and family for three days," the man in the lab coat complained.

"Oh, I'm sorry to hear that."

"Oh well. Just shows, there's always a silver lining."

The Doctor smiled at the lighthearted joke. His hands were in his pockets, his smile disarming and at the same time telling. He didn't particularly want to be here. Not that he had anywhere else to be; he simply didn't want to be here. As with all military matters he'd been involved with over the span of his current incarnation, there was quite a lot of protocol and performance that he just couldn't care less about. He respected the Brigadier - liked him, even. And he was amused by the ongoing struggles of the human race in its early stages of exploration, just beginning to come to an understanding that they were not alone in the universe. UNIT was a point of interest for him, from a historical standpoint if nothing else. But this planet, chosen for his exile and forced on him when he was stripped of his freedom, was no more home than any other planet. And Rose could feel the longing and restlessness that was pulsing through his veins in time with every beat of his hearts. He had come to help a friend, and to fulfill a sense of obligation - whether or not such obligation existed. He had not come for his own enjoyment.

"And your name?" the scientist asked.

Caught momentarily without an answer, the Doctor hesitated just a beat. "Uh, Smith. Dr. John Smith."

"Huh, seems to be a lot of them about today."

The Doctor raised a brow, curious. "I'm sorry?"

"Oh, I was talking to a young woman just now, also Smith."

As if on cue, the door behind them opened, and the Doctor turned to see a young, dark haired woman close it behind her.

"Oh, there she is," the man continued. "Miss Smith?"

She turned towards them and cast a questioning, innocent look in their direction. "Yes, professor?"

The Doctor's posture straightened, withdrawing his hands from his pockets, not so relaxed in the presence of an unintroduced newcomer.

"Come and meet your namesake. Miss Livinia Smith, Dr. uh..."

"Dr. John Smith," the Doctor introduced for himself, extending a hand toward her in pleasant greeting.

The girl was much younger than he and a head shorter, smartly dressed in 1970s business casual with minimal makeup and a "caught" look on her face. Even if he'd known nothing else, the Doctor would've known at that point that she was not who she claimed to be. She was nervous, and not an incredibly good liar. He could almost hear her heart beating from where he stood. But as he smiled and shook her hand, she smiled back.

"How do you do, Miss Smith?"

"Hello."

"It's so strange," the older Sarah Jane whispered from beside Rose, startling her out of her thoughts.

"What is?" Rose replied.

Sarah was shaking her head in wonder. "Seeing this again. Like it's really happening, all over again."

"Oh. Yeah. You get used to it, I think. But it's still a little bit weird."

"I remember this day so clearly but... it's like watching it on a movie screen. Except it's even more real. More detailed."

For Rose, it was nothing like a movie screen. She could feel the Doctor's amusement, his interest in the young woman who was standing in front of him, practically squirming in her inability to maintain her lie. She hadn't even been caught yet - not properly. But she was wound up so tight, the Doctor could feel her squirming.

"Can they hear us?" Sarah Jane whispered.

Rose shook her head. "No. I don't think so. I mean... not unless you're trying to be heard."

"Oh."

"Doctor, I'm intrigued," the scientist interrupted. "What's that for?"

He gestured towards the Tardis with the papers in his hand. Sarah Jane looked away, but the Doctor studied her for a moment more, not so much ignoring the question as reading the body language of a much more interesting subject. His awareness of her didn't decrease even as he turned his gaze to answer the man in the lab coat.

"That? Oh, that contains my equipment, professor," he answered quite smoothly. He was used to making up excuses for the presence of the Tardis.

"Oh, that's original."

He fixed his attention back on Sarah Jane as she studied the Tardis with interest.

"You're the virologist, Miss Smith?"

"Yes," she answered with more confidence now, turning her attention back to him. But he noticed the way her hands were gripping her bag a little too tightly. And then, the realization that she'd not mentioned her profession. She was caught in a lie and she didn't even know how it had happened. She halted as she asked, "Who told you?"

He kept the smile from his face as he turned and sat down comfortably nearby. "Oh, I read your paper on the teleological response of the virus. A most impressive piece of work."

"Thank you."

He sat back, folding his hands and studying her with amusement. "Particularly when I realize you must have written it when you were five years old."

"Ah. Uh..." Arms crossed now, she fidgeted nervously. "Yes, that is rather difficult to explain, isn't it?"

Amusement growing, he leaned forward, smiling with interest. "But you're going to try, aren't you?"

"Uh..." A smile that quickly fell, and she sat down on the edge of the desk in front of him, clearly uncomfortable. She was trying to keep herself from pacing. "Well, um... My Aunt Livinia is in America on a lecture tour, you see."

"Mmm hmm?"

"She had an invitation to visit here." Sarah Jane shrugged, seemingly more confident and comfortable now that she'd been caught. "I took her place."

"Why?"

"I thought all this might give me a good story. I'm a journalist. Sarah Jane Smith."

That was the truth, and a truth she was enthusiastic about. He eyed her for a moment as he considered it. "You realize this is a very dangerous place to be in."

"I can't help that; I'm stuck here now." The slight pout was not lost on the Doctor. Nor was the change in her tone. She was much better at the innocent act than she was at lying. "Anyway, we've got all these soldiers looking after us."

She paused and gave him her best "harmless little girl" look.

"Are you going to give me away, Doctor?"

Considering her carefully, he hesitated for a long moment, then leaned back and shook his head slightly. "I don't think so."

Pleased and now intrigued herself, she smiled broadly. "Why not?"

"You can make yourself useful," he answered. "We need somebody around here to make the coffee."

He was pushing her buttons, and he got just the reaction he was looking for - the flash of indignant anger, and she stood up. "If you think I'm going to spend my time making cups of coffee for you -"

"Professor!" He slammed his hand on the table as he stood and turned toward the Tardis, where the man in the lab coat was marking equations on the side of the Tardis. "Look, would you kindly desist? This is not a blackboard, you know."

"Oh, I do beg your pardon, Doctor. I was just trying to prove -"

The Doctor turned away.

"What are you going to do in there?"

Hands on her hips, Sarah Jane followed him to the door of the Tardis as he slid the key into the lock. He paused before opening the door, turned back to her, and smiled as he leaned in closer to her. "Make _myself_ a cup of coffee," he answered with enthusiasm. "Good day to you."

As he stepped inside, he closed the door behind him, leaving a bewildered Sarah Jane in the room with the professor. Rose smiled as she took a moment to evaluate the scene.

"Blimey, you made a hell of an impression on him."

"Did I?" Sarah Jane seemed startled. "What do you mean?"

Rose smiled. "He liked you. Bold, and fiery, and honest whether you liked it or not."

Sarah Jane raised a brow, amused. "Well, I wasn't being very honest there. And anyway, how do you know what he felt?"

"Can't you feel it?"

Sarah tipped her head as she studied Rose with interest. "No. I remember this, but I have no more idea what he was thinking now than I did back then..."

***X*X*X***

The Doctor stopped so suddenly, it was as if he'd suddenly been instantly frozen in place. River's eyes lingered on him for a moment before she took a step closer, worried. "What's wrong?"

"No, it's nothing." But his hand was tightening around the throttle on the Tardis console.

"Don't lie to me; it doesn't do either one of us any good."

He closed his eyes as he breathed in slow. "I can feel her..."

River's frown deepened. "Who? Sarah Jane?"

"No." He glanced at her, eyes a bit darker than normal. "Rose."

River couldn't help a slight sigh of relief at that. "That's nothing new. You've been able to feel her for a while now."

"No, not like this." He stepped away from the console, holding his head with both hands. "This is different. This is more. Something's different."

"What?" The worry was back.

He dropped his hands and cast a long, lingering glance at the still, silent Time Lord on the floor of the Tardis. "The lines are blurring," he said quietly. "Between her reality and his. Can't you feel it? Can't you feel her changing?"

River frowned. "I... No, not really. In fact, I think I feel her less now than I did before."

"Exactly. And I feel her more."

"Oh." She paused. "And just how dangerous is that?"

"I don't know. I've never felt this sort of thing before." He walked closer to the unconscious figure and knelt beside him. "He's still him and she's still her. There's no ontological transference."

"So what does it mean, then?"

"Well, if I had to guess, I'd say that until we get her out of there, she's going to start to feel and think more and more the way that he does until she... forgets that they're not the same."

"Oh, that doesn't sound dangerous at all!"

The Doctor glanced up, his eyes clearly worried. "I never said that any of this was going to be safe."

*X*X*X*

"Sarah Jane?"

The bright flash of light, blinding and disorienting, had apparently transported Rose back into the hallway. The problem was, she'd somehow ended up here alone. Rose waited for Sarah Jane to appear, staring down the shadowed hallway. But there was no answer. A moment of silent, sinking dread gave way to the realization that if anything had happened to her, Rose surely would've heard it. Wouldn't she? That uneasy feeling in the pit of her stomach returned just as quickly.

Where had she vanished to? Had they been deposited in different parts of the hallway when they'd left their last memory? Rose frowned at that thought. If that was the case, there was no telling where she might be. She had to find her.

"Sarah Jane!"

A few steps down the hallway, she paused at a door that was already open. She found herself staring into her own living room. She couldn't help it. Her eyes were drawn there the moment she'd come within range of the open door. The Doctor - _her _Doctor - was lying contentedly on his back with one arm under his head. He was relaxed, staring up at the ceiling, glasses still on and a book open, face down on his chest. As she came closer, she recognized it. _A Tale of Two Cities_. She'd had to read it in high school...

There was a Christmas tree in the corner, and the remnants of what looked like a dinner party strewn across the table. She recognized the scene, and at the same time, it confused her. The thoughts and emotions swirling inside of her were unfamiliar and strange. She felt like... someone else. Someone she didn't understand. Unfamiliar with her own thoughts and way of thinking, she was drawn into the room with growing curiosity.


	9. Chapter Eight - New Doctor

**CHAPTER EIGHT**

**New Doctor**

Christmas Eve. It was the first Christmas Eve in a new body - one that he was slowly getting used to. It was like learning how to walk all over again. How to walk, and laugh at the things he found funny, and what new habits and tendencies were built into this new body he found himself in. One thing he knew for sure - this regeneration came with a built-in connection to Rose Tyler.

It wasn't surprising; she'd been there when he regenerated, and that always created a special sort of bond. At least, it had every time in the past. But it was more, with her. It wasn't just the change he'd gone through that bound them together. It was _her_. She had faced his greatest enemy, and she had hardly flinched. She had come back - she had _fought _to come back - to face the danger when death was almost certain. She had seen his world the way he saw it. She had all but embodied his Tardis. And for as long as he was in this body, she was - in some strange and unfamiliar way he couldn't describe - as much a part of him as his ship.

"Doctor?"

He hadn't been expecting to hear her voice in the dark. Opening his eyes, he sat up and looked over the back of the sofa. "Little late for you to be up, isn't it?"

"I couldn't sleep." She stepped softly into the room and sat down on the chair across from him. "And I knew you'd be up."

"Everything okay?"

He couldn't help the flicker of concern as he sat up and put his feet on the floor. Was she having second thoughts about staying with him in the Tardis? Not that he would blame her. He steeled himself for the possibility as she pulled her legs up onto the chair and wrapped her arms around them.

"Just a lot of excitement today, I guess."

He nodded, and breathed a sigh of relief as he saw her smile. It was a real smile, not forced, not tense.

"One thing's for sure. I'm never bored with you."

"Well, that's good!" He grinned back. "Wouldn't want you to get bored, now would we?"

Her smile remained in place for a long moment before it slowly fell. She was studying him carefully. He let her. In fact, he found himself studying her the same way. He'd known her for months now. But had he really, truly known her before now? Never in a million years would he have guessed that she would go to such great lengths as to pry open the Tardis console and stare into the Matrix. Of course, it was unlikely that she could've actually pried the Tardis open - even with a truck - if the Tardis hadn't wanted to be opened. That was probably also a big part of the reason why absorbing the Tardis Matrix - the sentient consciousness of the ship, in essence - hadn't simply been a pretty suicide. The Tardis liked her. She hadn't responded so well to a secondary controller since Romana...

"So you still... remember everything, right?" Rose asked hesitantly. "Everything he... you... from before?"

He smiled softly as he nodded his reassurance. "I'm the same person in here, Rose. All that's changed is my appearance. Well, and my personality. And my tastes in food and clothes and -"  
"And pretty much everything."

"Yeah, well, point is... yes. I do keep the memories." He paused for a moment, studying her curiously. "Why do you ask?"

"So... the Daleks." She looked away. "And the whole... Bad Wolf thing..."

He watched her steadily as she hesitated. She was working up to something. But it took a few patient, silent minutes before she finally managed to put it into words.

"When I looked inside the Tardis..."

Her voice trembled slightly before trailing off. He nodded patiently before explaining, his voice low. "What you saw was the Tardis Matrix. It's a bit complicated to explain but one of its functions is to serve as the link between real space-time and the time vortex. When you brought the Tardis back through the vortex, you saw it - felt it - the way she does. It was as if the entire vortex was running through your head."

Rose nodded, swallowing hard. "So why did it... whatever it did... to you and not to me? It should've killed me."

"Well, I think we can both be glad it didn't."

"But why?" she asked tightly. "Why didn't it?"

He let out a sigh, sat back, and ran his hands down his face. "I wish I knew, Rose."

"You can't even guess?"

He gave her a tight smile. His best guess - that the Tardis had somehow recognized her limits and held back the full release of its power until the channel was opened to him - would make no sense to her. She still didn't truly understand the implications of sentience in what would otherwise be a machine - the exchange of artron energy between controller and Tardis.

Rose swallowed noticeably as she looked away. Her voice was filled with awe and a hint of fear as she continued. "I saw... so much. I've never felt anything like that."

He lowered his eyes. "I'm sorry, Rose."

"For what?"

"No one should ever have to see and feel what you did."

She smiled. "Don't apologize. It was beautiful! It was _amazing_. Just... so big. I never realized..."

He smiled softly back at her as she shook her head in wonder.

"How do you even _think_ with so much... awareness?"

He chuckled. "I could ask you how you think with so _little_ awareness. Five limited senses, only ever fully conscious of the present and perhaps a particularly vivid memory of the past."

"So what I saw in my head... That's how you see the world?"

He smiled knowingly. "Well, the Tardis is a bit more powerful than your average Time Lord. Which is why it caused me to regenerate. But yes, I do have additional senses - eight of them, in fact. And I can be fully conscious of any number of points in space and time, not just one."

She bit the edge of her lip as she smiled at him again. "I can't imagine..."

She trailed off and looked away, letting the silence linger for a moment before she chuckled to herself. "You know. I don't think I'll ever forget the look on that guy's face when you came out of the Tardis and told him to shut up."

He cocked an eyebrow at the sudden change in topic. "The Sycorax?"

"Yes, the Sycorax! That was great, yeah."

It wasn't just the words, it was the way her eyes were shifting, the way she was sitting tensely. He smiled knowingly. "What's wrong, Rose?"

"What?" she asked, startled.

"You're stalling."

"I'm not."

"You can still tell me anything, you know."

She paused for a long moment, then looked away, considering her words before she finally spoke in a hushed tone. "You promised my mum you would keep me safe."

"Yes, I did."

"Well, now I want you to promise me something."

"Anything."

Her eyes narrowed a bit, almost a glare. "I want you to promise me that you won't ever do that again."

"Do what again?"

"You left me."

"Oh, that." He looked away.

"You locked me in the Tardis and you sent me away."

"I wanted you safe."

"Yes, I know, but that's not the point."

"Then what is?"

She sat up straighter, shoulders back, trying to keep her voice from shaking. "The point is that you did it. And you always knew you were going to do it or you wouldn't have made that hologram thing to talk to me."

"I update those periodically so that they're current."

"Well, stop updating them for me!"

He didn't answer this time. Just looked up at her silently as she took a deep breath and pulled her voice down a notch before continuing.

"If you don't want me with you, then just tell me. But if you do, then I decide when and how I leave. You don't have the right to just... just trick me into a situation where you're making the biggest decision of my life for me."

"If I hadn't, you might not have had much life left."

"Well, that's my decision!"

He sighed as he looked away. "Rose, I can't promise that I won't do everything I can do, no holds barred, to keep you safe because I will. And not just because I promised your mother."

She swallowed, and sat up, putting her feet on the floor. Her voice was definitely shaking as she continued. "Do you have any idea what it was like? Sitting here in some little shop eating chips while you're out there _dying _somewhere? And you wanted me to live the rest of my life thinking that thought, every minute of every day?"

He closed his eyes, letting her vent.

"Don't you dare do that to me!" she cried. "If you want to be alone in the times that are most dangerous, those times that matter the most, then I can't stop you. But if that's how you want it to be, then I don't want to know where you are, what you're doing, when you're dying. I just..." She swallowed. "I can't. I care too much."

"You would rather die, than go back to a normal life on Earth?"

"That's not a normal life!"

"A lot of people make it normal life every day."

"You would've died," she said pointedly, eyes locked hard on him. "Those Daleks would've killed you and God knows what they would've done to Earth when they were through. That's what would've happened if you'd gotten your way."

He looked up and saw her glaring at him.

"And you don't have the right to make the decision about who's allowed to die trying to save all those people and who's not. I don't care if you are a Time Lord."

He breathed deep as he looked away. He knew full well what the Daleks would've done to Earth, and a million other planets. He'd known it then, too. But in the heat of the moment, that hadn't made much difference. If he couldn't save the whole planet, at least he could save her.

"Rose, I've watched the Daleks torture and kill people that I loved," he said low, looking straight at her. "I listened to them screaming while they died. Maybe it's selfish, but I can't do that again. I won't. I've died for the people of Earth before, and I would gladly do it again. But I won't watch you die."

She was quiet for a long moment. Then, finally, she swallowed hard as she nodded, eyes down. She stood slowly in the awkward silence that followed, and hugged her arms around herself. "Good night, Doctor."

"Good night, Rose."

She was nearly out of the room before he turned and called after her. "Rose?"

"Yes, Doctor?" She glanced back at him, still hugging herself.

He hesitated a beat before asking, "Does this change anything?"

"What do you mean?"

"Do you still want to stay with me?"

She was silent for a long moment before forcing a tight smile and a quiet, honest, "I don't know."

He didn't push her for more of an answer than that. He simply watched as she turned away, and disappeared down the hallway to her room.

***X*X*X***

Martha hesitated - she wasn't sure why, but it felt instinctive - on the first step into the Tardis. Once inside, she took a moment to look around and the familiar surroundings. It was all exactly the way she remembered it - cool and dim and blue and beautiful in its own way. An involuntary smile crossed her lips as the memories flooded back. All the times and places she'd seen, all the things she'd felt and experienced. The memories might not all have been pleasant, but the exciting ones were what came to mind when she looked at this place.

The Doctor was lying on the grated floor. Her eyes lingered on him for a long moment before she turned to the man at the console. "And who are you, then?"

The man smiled warmly at her. "I'm the Doctor."

"The Doctor," Martha repeated incredulously.

"Yes."

"Well, if you're the Doctor, who's that?"

He stepped forward slowly. "He's the Doctor, too. He's me before I was me. It's okay, really. It's a Time Lord thing."

She eyed him for a moment, then glanced back at the woman who'd escorted her to the Tardis. Somehow, she was easier to talk to than this unfamiliar man who claimed to be the Doctor.

"You said the Doctor hasn't met me yet," she said quietly, casting a worried glance at the unconscious figure on the floor. "Won't that be a problem if we, you know, _talk_?"

"Not in and of itself," River assured her. "Just make certain you don't get into any specifics about future events."

"No, that's not what I mean." Martha shifted anxiously. "I mean... he won't recognize me."

"No. He won't."

She cringed at the thought of trying to explain her presence inside of his mind if he didn't even recognize her, and looked up abruptly as "the Doctor" stepped away from the console and towards her.

"You'll be fine," he said quietly. "I promise."

For just an instant, she recognized something familiar in his eyes, his words, his tone. She wasn't sure what it was, but it was something distinctly Doctor and distinctly reassuring. With an uneasy smile - she still wasn't completely convinced that she would be able to help him or even what she was supposed to _do _- she nodded.

"Alright, then. What should I do?"


	10. Chapter Nine - Of Pain Yet to Come

**CHAPTER NINE**

**Of Pain Yet to Come**

**Warning: To me, non-con implies more than what happens in this chapter. But if you are sensitive to that sort of thing, or to violent situations, you may want to skip or skim this one. **

Although she'd never met Rose, Martha had no trouble identifying her. She knew enough. Blonde, young, pretty, and the one thing out of place in the endless hallway of white nothingness. Not only that, she was the one thing that responded, immediately, to Martha's presence.

"Who are you?" Rose asked, eyeing her warily.

Forcing a smile, Martha took a step closer and extended a hand. "Martha Jones. You must be Rose."

Rose relaxed noticeably as she shook her hand. "And you're here to help?"

"Yep, just... point me in the right direction."

Looking up and down the endless hallway, stretching into the darkness on either side, Martha listened to the choppy explanation of where they were and what they were trying to do. She couldn't help the feeling of trepidation that was creeping over her. She had been hoping for a scenario that was a little less... blind.

She'd also been hoping for a few less questions to answer about who she was and where she'd come from. It wasn't that Rose was prying, particularly. She was just trying to make small talk as they walked slowly down the hallway, keeping an eye out for Sarah Jane and wherever she would emerge.

"The thing is," Martha finally offered, cautiously, "I'm not sure how much I can really say. There are a lot of things I remember that the Doctor probably hasn't experienced yet. To tell you the truth, I'm not even sure I should be here. I mean... my mind inside of his mind - how does that work?"

"Beats me," Rose answered with a slight chuckle. "I don't really understand how any of this works!"

Martha smiled. "Makes you wish he was a bit better at explaining things, doesn't it? I know I'm too afraid to even ask, most of the time. Get a headache just listening to him try to answer."

Rose smiled. "Yep, that definitely sounds like the Doctor."

Martha continued in silence for a few moments, then paused. "Maybe we should split up," she suggested.

"No," Rose answered firmly. "He wanted us to be together. And we need to find Sarah Jane."

"Right. Any suggestions on how we might do that?"

Rose shifted anxiously. "I've always ended up back in the hallway. She should return here when she's finished."

"Finished with what?"

"I don't know. Whatever memory she's gotten pulled into."

"What if she ends up in a different part of the hallway? Do we just wait?" Martha didn't like that idea. The Doctor and the woman outside had very much given her the impression that time was of the essence. "We can at least open doors while we wait. You go on that side of the hall and I'll go on this side."

She was already reaching for one of the doors. She was only vaguely aware of Rose's voice crying, "No, wait!" before she pulled it open. Suddenly, the hallway had vanished and she was standing in the center of a room that was all too familiar. It was the realm of her nightmares...

*X*X*X*

He was invincible. And she felt invincible when she stood beside him. It was written on her face - in her eyes. She walked around these halls, queen and goddess of the Valiant, in a half-drugged stupor, most of the time. Not that she was truly drugged. At least not with any chemical combination. The Master's drug of choice was much stronger. He controlled her mind. He controlled her completely.

Startled by her surroundings, and the hyper-awareness of a woman whose path she'd barely even crossed, Martha spun to take in everything about the scene around her all at once. She knew this scenery. But how did _he _know it? The Doctor hadn't even met her yet; he was still travelling with Rose. So how did he have this memory of a time that was still in his future?

"What did he say?" the Master growled.

The voice sent a shiver down her spine. She'd dealt with the scars that man had left on her family. She was acutely aware of their presence in the room. Her mother and father, her sister, standing apart from them and a bit too close to the man of her nightmares. Huddled on the floor, in a dog house created by the Master's own hands, the Doctor, aged and weak, watched silently. He could no more come to her rescue than he could come to his own. And so he watched. And so Martha watched.

The Master grabbed Lucy's hair, jerking her head back so hard it was a wonder her neck didn't snap. She let out a quick gasp of surprise, but no more. She knew better than to speak when that fire was in his eyes.

"What. Did. He say?"

"He said nothing, Harry."

"What!"

"Master!" she corrected, wincing as he jerked on her hair again.

He studied her for a long moment, bent back and vulnerable, his hand tangled in her hair. Then slowly he released his grip, letting her stand up straight again. Watching her eyes, he stroked his fingers along her jaw. "Are you lying to me?" he asked softly.

"No." She shook her head, tears in her eyes.

"Are you sure?"

"Nobody said anything to her, Saxon!"

The Doctor closed his eyes. Why? Why was defiance worth the pain? He knew, of course. He understood the psychology at play. Their defiance was the only thing they had left. Stripped of their self worth and their dignity, they fought to maintain the last shreds of who they once were. And after nearly three months, they were still fighting.

Saxon's eyes were like a predator's, fixed on its prey. But Tish - poor Tish who hadn't had a shred of defiance in her when this had all begun - didn't move away. Where could she go? How could she possibly escape?

As if realizing her folly, Tish's eyes grew wide as saucers as he advanced on her. "Please," she said weakly, her voice trembling. "Nobody said anything. I was right there. I would've heard it."

She gasped as he gripped her jaw, stepping in close enough for his eyes to burn into hers. Martha felt her heart hammering against her chest. The stuff nightmares were made of... And she was caught right in the middle of it, unable to escape.

"Are you afraid of me?" Saxon asked low, a wicked smile on his face.

"Yes," Tish whispered back, shaking as he loomed over her. There was terror in her eyes; she would've been a fool to even try and deny it.

Her admission made his evil smile broaden as he growled out a dark, "Good," and pulled her forward, crushing her mouth with his.

She squealed, struggling instinctively to get away. On the opposite side of the room, her father acted immediately and instinctively, rushing forward until the butt of an assault rifle wielded by one of Saxon's guards stopped him in his tracks. He doubled over, dropping to his knees, his wife crying out from behind him.

"No, please! Don't hurt her!"

"Stop it!" The Doctor, frail and incapable as he was, had found his way to his feet. "Stop it now!"

He didn't advance; he wouldn't have dared. But his eyes were fixed hard on Saxon as Tish finally stopped struggling. Saxon waited a moment more, then finally, slowly withdrew. With a look of mocking pity, he wiped away the tear on her cheek with his thumb, and glanced over at her father, struggling to his feet.

"I'll kill you," the man growled. "I swear to God, I'll kill you..."

"I can see we need to have a lesson about who's Master around here."

"Master, stop," the Doctor said quietly. Even pleading and powerless, his voice somehow held authority. "You've made your point. Now just stop."

"Oh, I don't think my point's quite made."

She screamed as he spun her and slammed her forward on the table so hard her head bounced back up. Again, her father lunged. Again, he was brought to his knees. Grabbing the back of her neck, Saxon ignored the cries and pleas of her mother as he slid a hand up her thigh, underneath her skirt, all the way to her hip. Vision blurred with tears, her own hands trembling, Martha watched the scene like a car wreck she couldn't look away from.

"Please don't." Tish was breathless, gasping for air through her sobs. "Please don't do this. Please."

"Oh, please," he mocked. He glanced at the others. "All in unison now... _please_!"

Her mother was sobbing, hugging herself tightly as her father struggled back to his feet. This time, the guard didn't give him a chance to lunge again. He simply brought him back down with the barrel of the rifle at the back of his neck.

"Stay down."

Martha couldn't remember ever seeing her father cry before that moment.

Blonde haired Lucy stood numb and blank, watching the entire scene with a glazed look. The guards had no expressions. The Master spun, fixing his eyes on the Doctor. "What about you? Don't you have anything to contribute?"

The Doctor stared back defiantly, but his voice was low and subdued when he answered. "There's nothing I can say to you to make you stop. We both know that."

"You could at least give it a good try," Saxon mocked. "Go ahead. Say something profound that will make me reconsider the need to put these pathetic humans in their place.'

The Doctor watched him for a long moment, evaluating the situation, choosing his words carefully. Martha barely breathed. Finally, the Doctor spoke, slow and even and cold, barely above a whisper.

"You're a Time Lord. You don't do that."

Whatever passed between the two of them in that moment, it was very nearly tangible. Understanding, anger, resentment... But whatever it was, somehow, it worked. Saxon shoved her down as he turned away, and she remained still, clinging to the table as he took a step back. He paused for a long moment, then turned to smile wickedly at the Doctor.

"Just what do you think I was going to do to her, Doctor?"

He didn't give time for a response. Instead, he flicked his belt open with one hand and in one smooth move, withdrew it from the loops. Martha couldn't help the cry that escaped from her lips, but it was lost in Tish's scream as the belt cracked against the backs of her thighs. She crumpled to the floor. Immediately, Saxon was looming over her.

"Did I tell you to move?"

She only cried.

"Did I _tell_ you -" the belt cracked again, like a whip, this time catching her across the arm - "to move!"

"No!"

"Then get up."

Trembling with fear, she stared up at him. She wasn't moving fast enough.

"Get up!"

The belt caught her again, this time across the face. With a screaming sob, she made it back to her feet, hugging herself, shaking like a leaf.

"Now. Be a good girl and bend back over that table."

Martha could feel the tears streaming down her cheeks as Tish hesitated, terrified.

"Now!"

Still shaking, she complied. She was sobbing loudly as she shut her eyes hard, fingers clawing at the wood tabletop, bracing herself for anything. Saxon glared at her for a long moment, then crossed to where the Doctor was standing.

"It's sort of ironic, don't you think?" he whispered. "This is your fantasy, not mine."

The Doctor said nothing, only stared back with cold, unreadable eyes.

"All alone in the universe with your little human whores and no one to tell you when to stop."

Saxon moved behind him, looking over his shoulder at the trembling girl, her skirt riding too high for modesty in the vulnerable position.

"What do you say, Doctor? Want to have a row?"

Still, the Doctor said nothing.

"Oh, that's right. I forgot. She's not your type, is she? Lucy!"

The Doctor shut his eyes and turned his head away as Lucy stepped obediently forward. The Master moved forward, grabbed the sleeve of her loose fitting gown, and ripped it away so fast and hard she stumbled over her high heels. The dress fell in a heap of satin at her feet, leaving her naked but for her shoes, stockings, and garter belt.

"Oh, come on, Doctor, have a look. She doesn't mind, do you darling?" The Master looked her up and down, then cast a wicked smile in the Doctor's direction. "You might like what you see, Doctor. She looks a bit like Angela..."

***X*X*X***

"Doctor, are you -"

"Don't touch me!"

River stepped back as he yelled. Eyes wide, she watched him kneel to the floor, breathing a bit ragged, the heels of his palms digging into his eyes. He was still for a moment, he then turned and curled in on himself, knees drawn up, crossing his arms over them and resting his forehead so that she couldn't see his face. She stared. Whatever he was feeling, whatever Sarah Jane or Martha or Rose had brought to the forefront of his mind, it had hit him as suddenly as it had powerfully. He took a moment to regain his composure, a deep breath and determination of steel, and then finally looked up.

"Are you alright?" River asked cautiously.

"Martha," he answered. "She..."

He trailed off, shaking his head and pressing the heels of his palms into his eyes again. He took another breath, and pulled himself up slowly, as if he wasn't quite sure how he'd ended up on the floor. "Her reactions..."

"Reactions to what?"

"A memory she shouldn't have even been able to access."

"Why not?"

He looked up at her, blank and lost for just a moment before he responded. "Because it hasn't happened yet. Not for him. It shouldn't even _be _there."

She nodded slowly, still watching him carefully. "What does that mean?"

"I don't know. But the structure is breaking down, I can feel it. The walls are..." He fisted his hands in his hair. "I'm getting confused. I can't keep it straight. And I can feel... Everything they're thinking, I can feel it. Martha, Rose, Sarah Jane... all at the same time..."

"I can't feel Rose at all anymore," River said quietly as the Tardis materialized at the coordinates the Doctor had set before the memory had brought him to his knees in the span of only a few seconds. She glanced up at the scanner, but there was nobody in sight. They were in a parking lot, in what looked like late twentieth century Earth.

"She's there," the Doctor said quietly. He took a deep breath, refocused, tipped his head back and stared up at the console for a moment. He let the memories and emotions of Martha Jones slip into the background. "I can feel her. She's in her own time."

"Her own time? What do you mean?"

"Her own memories, but the way I remember them."

"Good."

"Good?" The Doctor frowned. "Why is that good?"

"Well, she ought to know her way around well enough. Maybe it'll help the process to go quicker."

"No, I don't think so."

"Why not?"

He hesitated. "Because we remember some of the same events very, very differently."


	11. Chapter Ten - Fling

**CHAPTER TEN**

**Fling**

**(ref: The Girl in the Fireplace)**

Jeanne Antoinette Poisson. She was better known to her friends as Renet, and known in the history books as Madame du Pompadour. There had been nothing remarkable about her when he'd first met her. As a seven-year-old child, she was simply another little girl in pre-revolutionary France. Well, maybe not _simply _another little girl. She was a little girl being stalked by a 51st century ship in the Diagmar Cluster. That made her a bit interesting. And, of course, she was interesting to the Doctor for the time period in which she was born. Of all the periods in Earth's history, the Doctor had always had a special fondness for pre-Revolutionary France.

There were reasons for that, none of which had anything particularly to do with her.

Seeing her grown, though, now that had been a bit of a shock to his senses. Even before he'd known her name, before he recognized her, she had captivated him. He'd not smelled so many pheromones so suddenly and unexpectedly in all his life. At least not from someone he didn't even recognize. Not immediately, anyway.

But that first touch of her fingers on his face had jolted him. So intimate a touch from a stranger. He hardly knew her, and yet he'd always known her. In that instant, he recognized her - something so much more than a pretty face. It wasn't love he'd felt in that moment; it was far more primal. And it wasn't lust. She was beautiful, but he hardly cared about that. Underneath the pretty exterior, she was still only human; beauty would fade. But she was more than beautiful. She was wild and alive... and hidden - masked under a calm and proper exterior. The familiarity of that mask and the depth underneath drew him to her, far more than her beauty. She knew both the pain and the pleasure of a rigid, high class society - of playing the game and of breaking all of the rules. And seeing _that _in her eyes had turned him almost instantly into a bumbling idiot.

Her kiss had been unexpected, and yet not the least bit alarming. Warm and right, the culmination of a thousand lonely fantasies. She'd dreamed of him. And although he'd only just met her, he had somehow shared those nights of loneliness with her, a million nights ago, on a planet that didn't even exist anymore. Walking among her memories had filled him with a strange sense of familiarity. Their lives were so different; in fact, they couldn't be further apart. But he felt as if he belonged there - in her thoughts and in her mind. She'd welcomed him there, as if he'd been a part of her all this time. And so intimately connected to her - even if he'd only entered her mind as a matter of practicality, it made no difference - he couldn't help but be drawn in.

There were rules. The Non-Interference Policy that once bound his hands had died with Gallifrey. But that didn't mean there were no rules. His presence in her thoughts, in her dreams and fantasies since she was a little girl, had already changed her. Whether it had changed her for better or worse, he was not prepared to deal with the consequences of changing her in ways that were significant - in ways that could affect the outcome of her life. She was Madame du Pompadour. She was to love and serve the King of France. The laws of time itself did not permit the Doctor to change that and he did not want to.

But that connection was shockingly strong.

He'd resisted when she'd commanded him to dance with her. This night was too important for him to interfere. Even as he'd relented and followed her, he'd vowed to remain at a distance. But the king saw only her eloquence and poise, not the covert glances she expertly cast at the strangely dressed intruder who stood along the wall, watching. She was perfectly mannered, brilliantly beautiful, and flooding the room with pheromones. The King had no need to know of her distraction, and the Doctor had no desire to interfere. He watched her quietly, thinking, wondering. So much about her seemed so familiar...

_"A door, once opened, may be stepped through in either direction."_

And then there was _that_...

_"My lonely Doctor..."_

With a sigh, he finally turned and slipped away, out of the room and down the wide hallway, back towards the time window. Rose and Mickey were looking for the repair droids. Chances were fairly high that when they did find them, they wouldn't be able to resist announcing their presence. He had to smile at that. Adventure was always so much more... adventurous with Rose around.

"Doctor!"

He paused mid-step and looked over his shoulder at the elegantly dressed woman heading after him, shoes clacking on the floor. He smiled broadly as he turned fully to face her. "I could be wrong," he said, "but isn't it impolite to sneak away from your own party?"

"No more impolite than it is for you to sneak away without having said a proper goodbye."

He gave an exaggerated nod - almost a bow - and a smile. She deserved that much, and it certainly did no harm. "Goodbye then, Renet. Until we meet again."

She smiled, eyes light and teasing. "Oh, Doctor, now that will never do."

"Madamoiselle Poisson?"

Her eyes grew wider at the call from somewhere down the hallway, and she grabbed onto his arm, ducking through the door to their left into a large sitting room. The Doctor raised a brow as she shut it firmly behind them.

"I'm no expert, but I'm pretty sure that _hiding _from your guests could almost definitely be considered rude."

"Oh, he's not a guest," she said dismissively. "Family servant, nothing more."

The Doctor nodded. The pheromones were sheeting off of her again, and they were making him dizzy. "I should really go."

"Must you?"

"This is a very big night for you. I really don't want to get in the way."

She took a step forward, and he stood very still as she reached to cup the side of his face in her palm. "Indeed, it is a big night. Why must you always come at the most inopportune moments?"

He couldn't help but smile. "Not the first time I've heard that."

"And have you an answer?"

"I'm afraid not."

His smile slowly faded as he studied her. So close, and so deep. She stood staring at him as if she could see right into his soul. It was unnerving and yet, there was no fear. So few people, in all of his years, had been able to see him that way - to see right into the core of him. It was as if she didn't even have to try. And if those warm, inviting pheromones were any indication, she felt that same connection.

"I would ask you to stay," she said softly. "But you would refuse."

He nodded slightly, not speaking.

"Might I ask you to stay for only a moment, then?" Her fingers traced over his cheek, along his jaw and the side of his neck. "Just long enough to write a memory..."

"What sort of memory?"

He could hear the dark, husky tone of his own voice - an instant and incredible reaction to the heat and pheromones. She smiled knowingly as she heard it too, and stepped closer to kiss him. This time, there was no surprise. His hands moved naturally and instinctively to her waist, to the hard bones of the corset that squeezed her frame. Somewhere in his mind, he was already imagining the warmth of her soft skin.

Both hands on his shoulders, she pushed him back until he hit the wall. The tension was melting from his body and into hers. He could smell the increase in her excitement, feel it in the way she held him, hands roaming. As she finally figured out how his clothes were put together, her hand slipped down into the front of his slacks and he gasped, startled. But her body, pressed tightly against him, and a fresh wave of pheromones made his eyes roll back again.

"Oh, that's not fair," he muttered, pulling away just enough to speak.

He could feel more than see her smile. "I'm afraid evening the odds may take far more time than you're currently prepared to spend."

He growled low - an almost involuntary reaction to the firm, sure stroking of her fingers. "I could even them very quickly, but I'd be taking an awful lot for granted."

"I promise not to cry for help."

His groan turned to nervous laughter. "Oh, well, seeing as we're already in a somewhat compromising position, I should hope not."

She pulled away suddenly, withdrawing from the kiss, and took two steps toward the door before throwing the lock. Eyes fixed on him with a subtle, enticing smile on her lips, she stood with her back against it, waiting for his move with her hands touching lightly in front of her. He paused for a moment before crossing to her, but it wasn't to think, to consider. It was simply to draw in everything about this moment - this blissful and overwhelming moment where right and wrong didn't matter, and good and evil didn't exist. He didn't know what it was about her - about the few women like her that he'd crossed paths with over the years - that freed him this way. But just for a moment, she let him forget everything he was and everything he should be.

Stepping up close to her, he closed his hands around her wrists gently and raised them up, pinning them to the wood door over her head. "I have less chance of getting this dress back onto you and making you look presentable than I do of getting it off in one piece," he whispered with a smile, his lips brushing hers.

"Then I suppose you'd better take quite a lot of care."

His hands travelled down her arms, caressing slowly, all the way down her sides. "Care takes time," he whispered. "And that's one thing we don't have."

"What care do you have for time?" she teased, her smile growing darker as she added, "Time Lord."

He returned her smile, sliding his hands behind her back as she lowered hers to his shoulders and pushed him back again. He'd already done a quick look around the room and he knew where she was guiding him - a simple, wooden chair without armrests, situated in the corner. She struggled with his slacks until he finally moved her hands out of the way and pushed them down, past his hips. As he sat down, she lifted her skirts and straddled him, wrapping her arms around his neck.

His eyes slid closed, head dropping back as his body joined hers. For one peaceful, blissful moment, there was no pain and no need, no past and no future, no sins and no guilt. There was nothing but pure sensation, hot and intense.

"Oh yes..."

She buried her hands in his hair as she rocked on him, slowly building in rhythm and intensity. She was lost in the pleasure just as he was - eyes shut, body tense and tight. The sound of their labored breathing echoed off the high ceiling, drowning out the sound of the musicians playing in the other room. Her king was in that room. His life and the people he cared most about were tucked away in another nearby dimension. And right now, nothing outside of this feeling existed.

He heard her gasp, felt her tremble in his arms as she dug her nails into his shoulders, through his coat. With a low groan, he shuddered and let his control slip through his fingers, releasing inside of her. For a few moments, his world was white with pleasure. He kissed her again as he eased down slowly, letting reality creep back in around the edges until it slowly took over his field of vision.

He was smiling softly as he withdrew, letting his hands rest lightly on her waist. "_Mademoiselle, tu es tres belle_."

She smiled back, stroking the side of his face one last time "Even if I never see you again," she whispered, "I shall forever hold this memory dear to my heart."

"Oh, you'll see me again," he answered confidently. "At least once more; I'm sure of it."

She used his offered hands for support as she carefully stood to her feet and straightened her dress. Long before he had a chance to fasten his pants, she was the perfect picture of innocence, watching him with quiet amusement.

"And why is that?"

"Oh, no reason to worry about it now."

"Worry?"

She laughed lightly. He had to smile at her control. Even a trained eye could not have guessed that no more than sixty seconds ago, she'd been straddling his lap and gasping with pleasure.

"Well, I was hardly worried before. But now I am intrigued."

He straightened his jacket and ran a hand through his hair, regaining his sense of direction and of the world around him - of everything that his life meant and was and of what he had come here to do. He needed to get back to the ship.

"Those clockwork people," she continued curiously. "Do you know what they want?"

"I have an idea."

"And would you care to share it?"

"Oh, you let me worry about them." He glanced at himself in the mirror just to make certain everything was in place, then looked back at her with a smile. "For now, you to your king and I to my rescue."

"Rescue?"

"Oh yes." He grinned wider as he loosened his tie. "Because if I know Rose, quietly following isn't particularly in her repertoire. And I'd be willing to bet that she's gotten herself caught by now."


	12. Chapter Eleven - Emotions

**CHAPTER ELEVEN**

**Emotions**

Rose stood still and silent in the hallway, juggling all the emotions she felt, trying to keep them all in the air so that she could fight the urge to break down and cry. Hurt and confusion, fury and frustration, and through it all, an overwhelming, broken-hearted sadness. The emotions assaulted her in quick succession, blindingly intense, never letting up.

The Master had warned her about this - about separating herself and seeing him for what he was in himself, not what he was to her. He'd told her that before she'd witnessed his love affair with Angela. But this memory was drastically different from that one. Angela had been his first love and she'd understood that. But there hadn't even been love here. It was... she wasn't sure what it was. Lust? That seemed so simple. So not-Doctor.

Besides that, lust didn't account for what she had seen. His want for her, such as it was, hadn't even been terribly intense! She'd felt what he was feeling; she'd followed his thoughts. He was hardly overcome by need. He was so bloody _casual_ about it! And all while she and Mickey were off being captured by clockwork people who wanted to dissect them. That thought threw her back into fury. He'd done that while knowing she could be in danger. She wanted to slap him. No, she wanted to do far worse than that. She wanted to scream and throw things and hurt him the way he'd just hurt her...

No. She loved him. She didn't want to hurt him. But how could he do that to her? Yes. She wanted to hurt him.

She had to push this down. She had to move on. She really shouldn't even be seeing any of this. These were his own private, personal memories. She was an intruder here. She had no right. They weren't even together then. She had no right to feel jealous. If she remembered right, she'd spent that night with Mickey in the Tardis. Definitely no right to be jealous...

But then, suddenly she recalled the hesitation the Doctor had shown towards _her_. How long had they danced around each other before he had finally kissed her? And yet he'd had sex with this stranger that he'd hardly even known. She added an unhealthy dose of rejection to the emotions she was feeling. How could he be so casual, so impulsive, so careless with that woman and push her away as if there were no reason good enough to break his self-imposed rules? He clearly had no good biological or moral _reason_ for not just ripping her clothes off from the very start! But he'd made her wait, told her in no uncertain terms that he could never be with her, fought the desire until he finally lost the battle. But the fight was all for no good reason if this was acceptable for him.

That thought only elicited more confusion. In everything she knew about him, nothing suggested this _was_ the kind of person he was. Well, that wasn't entirely true. He was impulsive. But this took things to a new level. How could he do something so obviously... wrong?

Anger, frustration, rejection, hurt, confusion... She topped it off with guilt for having any of those feelings at all as she reminded herself again that she had no right to be jealous. This had happened before they were "together". But it hadn't been before the trip to New New York, and the start of sexual tension that far surpassed anything that could've been with Renet. Cassandra had been an unwitting go-between, and a turning point in their friendship that neither of them could deny. He'd known from that point on how she felt, the attraction that evolved into so much more with the passage of time. And she'd known how he felt. At least, she'd thought she did.

So why was he drawn to Renet in the first place?

Rejection, confusion, hurt, anger, frustration - a giant revolving door of emotions that she couldn't stop. Of course he'd been drawn to Renet. Why wouldn't he be? She was beautiful and bold and well-mannered and sophisticated. When it came right down to it, Rose was still just a shop girl from a council estate. Why would he even want her when he could have someone like Renet? And he could; of course he could. He was the Doctor. He could have anything he wanted.

"Rose?"

The voice behind her, echoing down the length of the corridor, snapped her out of her thoughts. As she turned, she immediately saw Sarah Jane, walking quickly towards her.

"Where did you go? Are you alright?"

She brushed away the tears that had escaped the corners of her eyes as she turned and forced a smile. "Oh, hey."

As she came in close enough, Sarah Jane took her by the arms and crouched a bit to look into her face. "Rose? What happened?"

She swallowed hard, and shot a quick glance at the door she was pretty sure she'd just come out. "I... it's nothing."

***X*X*X***

River was staring at him, eyes wide. It made him wonder, somewhere in the back of his mind, why anyone would ever willingly step into a confessional booth to discuss their dirty secrets with a stranger. And yet religions all over the universe did just that...

"I'm... not sure I know what to say."

He looked away as River moved closer and sat down next to him.

"I mean, I just never thought..."

He sighed. "I'm well over nine hundred years old, River. I've had children; you know that."

"Yes, but... Well, I can see why she's so confused."

"She not confused," he corrected. "She's angry and hurt and overwhelmed. So many of the same things Martha is feeling right now only... different. Between the two of them, I can barely think straight."

"Why can't I feel her? Why can't I feel Rose anymore?"

"I told you, she's too well integrated with his mind."

"Well, doesn't that mean that she should... understand?"

He turned and looked at River, watching her for a moment before he spoke. "Would you?"

She gave him a tight smile. "To tell you the truth, I still don't know what to think. I've never thought of you as... loose. Certainly not like that."

"I wasn't," he answered flatly, looking away again. "Not then, anyway. Never in that body."

Her brows raised again. "In that body?"

"Look, does it matter?"

"You were the one who started talking!"

He took a breath, let it out slow, looked up at the console again. "I'm just trying to keep it all straight," he said quietly. "Trying to keep track of who's where and what they're feeling. Talking helps. It makes it... more real."

"Then talk." River set a hand on his leg, a comforting gesture that was at once both intimate and unobtrusive. "I won't stop you."

*X*X*X*

"I know it's silly," Rose said quietly, slumped against the wall in the hallway. "I know I shouldn't feel like this, but I can't help it."

Sarah Jane listened calmly, kneeling beside her, letting her work through what she had seen.

"That whole avoidance thing he did with me before he even bloody _kissed_ me! And let's not forget his whole 'I can't because you're human' speech. What the hell is wrong with me, Sarah? Why am I not good enough but _she_ is?"

"Oh, Rose..." Her tone was full of sympathy as she leaned forward and wrapped her arms around the younger woman, hugging her comfortingly. "I'm so sorry."

Rose leaned into the embrace, returning it, sniffling quietly.

"Rose, you _are _good enough," she said quietly. She paused for a moment, and laughed softly. "I don't think I've ever seen him smile the way he does when you're in the room. And I've known him for a very long time. Whatever you saw, it doesn't change that."

"You told me he was worth the heartbreak."

"And he is."

"But when he does things like that..."

Sarah Jane struggled again for just a moment before answering. "Well, I have to admit, that scenario never crossed my mind when I said that."

Rose gave a short, tight laugh as she pulled away. "No, of course not. Because who actually thinks of the Doctor having sex? He's a Time Lord; he's not even supposed to _do _that. Isn't that right?"

"I don't know," Sarah Jane answered truthfully. "It's not something I've ever asked him. Not really even something I've thought about."

Rose's gaze hardened into anger as she pulled herself up to her feet. "It makes me wonder what else he's done while me or any of his other companions were in trouble."

Sarah Jane frowned as she rose to her feet, keeping her eyes on Rose. "I... don't think it's quite like that."

"D'you think?"

Sarah gave a slight smile. "Like I said, I've known him a long time. And whatever you saw, it doesn't sound like... Well, like him, for lack of a better explanation."

"But it _was _him. It happened!"  
"Yes, but what I mean it... I've never known him to take the safety of _any _of his assistants lightly."

Rose spun on her, eyes blazing. "How do you know, Sarah Jane? Surely he left you alone for long periods of time."

"Well, yes, but -"

"How do you know he wasn't off screwing some member of royalty while you were trapped in a dungeon?"

"Because he's the Doctor," Sarah answered calmly, but with all the authority and firmness she could muster. Those words rang loud and true, and Rose swallowed hard, unable to argue.

Sarah Jane sighed. "What do you want me to say, Rose? You're angry, and maybe you have a right to be. But if you're asking me how I feel, you're going to get the same response. He's the Doctor. And yes, he's done things that are absolutely horrible - maybe some of them without remorse. But I wouldn't be here if I didn't believe - _really_ believe - that he's still worth it. Because we've all got memories of things we never should've done, but can't undo even if we wanted to. We've all got dirty little secrets. And you and I are intruders here, into a place that's so private no one should _ever_ see it. Don't forget that, Rose. Don't forget how much he's trusting you to know him, in spite of everything he's done, and say that he's still worth it."

"I know that." Rose's voice shook slightly as the tears welled up in her eyes again. "And I knew there would be skeletons in his closets; he's almost a thousand years old, for God's sake. But I never expected something like this." She swallowed hard as the first tear overflowed, trickling slowly down her cheek. "It hurts, Sarah Jane."

"I know." Sarah watched her for a moment, then took a step closer and rested a hand on her shoulder. "And nobody ever said it wouldn't."


	13. Chapter Twelve - Tegan Jovanka

**CHAPTER TWELVE**

**Tegan Jovanka**

**REF: Sound of Drums, Brain of Morbius, School Reunion, Bad Wolf**

"Who is she?"

The Doctor's eyes remained fixed on the scanner for a long moment as the woman with very short hair and a tight, knee-length skirt crossed the parking lot to her car, fishing her keys out of her purse. He didn't answer the question. Not right away. His mind was otherwise occupied with the many directions the impending conversation might take.

For her, it had only been a few months since they'd parted ways - by her choosing this time, not his. When he'd attempted to end her tenancy in the Tardis, when he'd left her at Heathrow Airport just the way he'd said he would, she'd turned up again a few months later. From that point, she'd remained with him in the Tardis until she finally met the Daleks - the last piece of his world that she could stomach.

He'd known before then that he was losing her. Not that he particularly minded; their relationship had been anything but affectionate, from start to finish. She had frustrated him more than he would've thought any mere human could do. She had shown him things about himself that he would've just as soon left unknown. But in spite of all of that, it had been difficult to leave her behind in that empty warehouse. He would have at least taken her home, if she'd let him. Sometimes, looking back on it, he wished he had insisted on doing just that. At least that way, he would've known he'd done all he could to make her safe.

"Doctor?"

Jolted out of his thoughts by River's insistent tone, he finally looked away from the scanner. "Nothing. Sorry. Her name is Tegan. I knew her a very long time ago."

River studied him, brow raised curiously. "Intimately, if I had to guess."

He shot her a brief glare, but didn't dignify that comment with a response. Instead, he took in a deep, cleansing breath as he watched the woman try unsuccessfully to start her car. He'd chosen this moment carefully, pinpointed it, in fact, to find the best moment when she'd be most receptive to his interference. Of all of the companions that came to mind - those he trusted most and had hurt the least - he was least sure what to expect from her. She could be equally overjoyed or furious to see him. Nothing would really surprise him.

But he needed her.

"Why?" River asked.

"Why what?"

"Why her?"

"Why not?"

"Oh, come on, Doctor. If you've got a less than shining history with her, why not find someone else? It's not as if you've had a shortage of companions over the years to choose from."

"No, I need her."

"And again. Why?"

He sighed. "Because I need to bring them all together into one memory. One powerful memory, that I can recall in vivid detail. The more detail the better. And if I can combine her memory with my own... it should give me the picture I need."

"What memory?"

"One of the worst days of my life. And, I suspect, of hers."

A flash of panic - irrationally intense - and a sensation that bordered pain made him close his eyes and lean forward, gripping the console hard. So many memories, all at once, all fresh and full of emotion.

"Doctor?" She reached out to touch him but he pulled away quickly.

"No, don't!"

_ "We've flown 'em in. All the way from prison!" The Master's fanfare was mixed with vicious, sadistic anger that turned to a smile as Martha's family was dragged into the room. _

"Doctor, are you alright?"

"Just don't!" he gasped, backing away, out of range. "Don't touch me."

_"I think we've given them the slip." The Doctor, wrapped in his scarf and coat, eyed Sarah Jane curiously as he knelt beside her, crouching behind the boulders for cover. "What's the matter?"_

_ He could feel the fear radiating from her, as if she were trying hard not to tremble. "I can't... see!"_

_ "What?" he asked, alarmed as the panic rose in her rapid, shallow breathing._

_ "I've gone blind!"_

_ "The Toclafene. What are they?"_

"Doctor, what's going on?"

"The memories," he ground out, through clenched teeth. "They're all..."

_ "Who are they?"_

_ "Doctor, if I told you the truth -" a hand on his chest, and a knowing look between them; so much understanding and history passed through that look - "your hearts would break."_

_ "It was the flash!" Sarah Jane was nearing hysterics._

_ "Keep still." Cradling her head with one hand, the other reassuringly touched her cheek as he looked into her eyes. _

"The memories are all... running together," the Doctor managed, still holding the console with a white-knuckle grip. "I can't... even place them! They're just all there, all at once, all a mess of... of panic and fear and... so much..."

_ "I've been to the year five billion, right, but this...Now this is really seeing the future, you just leave us behind."_

_ He took those words on the chin, expression tightly controlled, not speaking in his defense. Not speaking at all._

_ "Is that what you're gonna do to me?"_

_ "No." He looked up sharply at her. "Not to you."_

_ "The flash probably numbed the optic nerve. It should wear off in a couple of hours."_

_ Sarah Jane kept her hysterics under control by sheer force of will. But she couldn't breathe. No matter what he said, the fear that her body was damaged forever was all-consuming._

_ "Or not, as the case may be!"_

_ "But Sarah Jane. You were that close to her once and now... you never even mention her? Why not?_

"Doctor?"

"Please. Just... give me a minute."

The memories themselves carried their own feelings, all jumbled up, one on top of the other. He couldn't even tell where one ended and the other began. The reactions of Sarah Jane and Martha and Rose were piled on top of his own feelings, both then and now. Everything was starting to blur together. As the structure of his memories fell apart, the stories and emotions overlapped in a confusing jumble in his mind.

River's hands were on him, steadying him, comforting. He wasn't sure when that had happened, but he was suddenly aware of it. Finally, he regained his train of thought and pulled away from her, shaking his head to clear it.

"I'm fine."

"Are you, now?" she asked, clearly unsure.

"Yes." He drew in a deep breath. "Yes, I'm fine."

It took a moment to turn that statement into a reality. Then, with one last glance at the scanner, he straightened, put his shoulders back, and headed for the door.

*X*X*X*

Rose tried to keep her eyes closed this time, to keep her head turned away as she opened the doors. And for two of them, she succeeded. But then, the sound of familiarity drew an instinctive response from her.

"I will talk to the Doctor."

The voice, robotic and staccato, was immediately recognizable. It made her eyes snap up, made her take a step back. "Rose!"

She felt a cool hand clasp hers tighter. But somehow, without even taking a step, she was already inside the room, surrounded by the darkness that was quickly clearing to form a familiar scene. It was a scene that made her blood chill, even though she knew it was only an image, a projection.

"Oh, will you? That's nice. Hello!"

"Daleks!" Sarah Jane whispered, gripping her hand tighter.

"It's okay," Rose reassured her, and herself. "They can't hurt us. It's just a memory."

Sarah hesitated. "And is that the Doctor?"

"Yes."

As the picture slowly formed around the words, Rose saw a familiar scene from an unfamiliar angle. Three Daleks, with her in the center, on a holographic screen. The Doctor - the _other _Doctor, the one she'd first met - was radiating anger as he sat still, challenging them.

"The Dalek stratagem nears completion. The fleet is almost ready. You will not intervene."

"Oh, really? Why's that, then?"

"We have your associate."

Rose's breath caught. She remembered this very moment, standing in the midst of what felt like a million Daleks, trying not to tremble, too afraid to move. But from this perspective, all of the fear was drowned out by anger, and she could feel it as if it were her own. There were a hundred different emotions. But most of all, there was rage.

"You will obey or she will be exterminated."

"No."

She hadn't noticed it when she'd lived this moment, but his hands were clenched into tight fists. So were hers, here and now. His refusal to comply had startled and confused her the first time. Would he let her die? Would he admit defeat? But she suddenly realized there had never been an ounce of defeat in him. There was only furious determination.

"Explain yourself."

"I said no."

"What is the meaning of this negative?"

"It means no."

"But she will be destroyed."

"No!" He was on his feet now, almost trembling with pent up emotion and energy. "'Cause this is what I'm gonna do. I'm gonna rescue her. I'm gonna save Rose Tyler from the middle of the Dalek fleet and then I'm gonna save the Earth, and then, just to finish off, I'm gonna wipe every last _stinking Dalek _out of the sky!"

"But you have no weapons, no defenses, no plan."

"Yeah. And doesn't that scare you to death?"

In spite of the anger, she felt herself smiling as she watched the scene fade, remembering how it worked out. The way he'd shown up with the Tardis - right there, in the middle of the Dalek Emperor's ship. True to his word, he'd come for her. He'd rescued her. But as the scene faded, leaving her and Sarah Jane in the endless hallway, she could feel the confusion setting in - the swirl of emotions and thoughts that didn't fit together quite right. His anger and her relief, panic and bewilderment from somewhere she couldn't even identify. And through it all, a pressing need to move on, to hurry. He was slipping further and further away with every passing moment.

"Come on," she said quietly, looking up again at Sarah Jane. "We need to keep moving."

*X*X*X*

Her car wouldn't start. And it was no wonder, with the day she was having. It had started in a panic, racing to get to work on time after she'd slept through her alarm clock. She'd failed at that. Her supervisor had been ready and waiting with a stern lecture. The day had been hell ever since. On the phone, walking stupid people through the ridiculously simple process of cause and effect. If the bill was paid, the television stayed operational. If it was not, the cable TV suddenly didn't work anymore. No matter how sad the story, she wasn't able to turn it back on even if she'd wanted to.

Holding the steering wheel with both hands, she rested her forehead on it for a moment before taking a deep breath, and popping the hood. As she stepped out onto the gravel parking lot, the heel of her shoe sank at an odd angle and sent her stumbling forward. Regaining her balance, she cursed under her breath and glared at the hood of the car before slipping her fingers underneath it and trying to find the lever. Instead, after several minutes of increasing irritation, she finally broke her nail and the damn thing _still _wouldn't open. She gave a cry of anger and frustration as she hit the hood with the side of her fist. Damn it! Couldn't _anything _go right today!

"Everything alright?"

She spun, startled by the voice and by the fact that she hadn't heard the unfamiliar man approach.

"It's my car," she said, trying to calm her frustration. She ran her hand over her hair before realizing her fingers were full of dirt and grease from the underside of her hood. She sighed. Of course. "It won't start."

As he stepped closer, she moved back to the driver's side door and pulled the lever again. By the time she returned, he had the hood up and was staring at it thoughtfully, but not touching anything. She studied him as curiously as he studied the car. Something about him was oddly familiar...

"I'm sorry, do I... know you?"

He glanced sideways at her. "Why? Do I look familiar?"

"No, not at all. It's just..." She sighed as she shook her head. "It's nothing. I'm sorry."

She crossed her arms over her chest and stared down at the engine. Mimicking her pose, he stood silent next to her. What was he waiting for?

"So. Do you think you can fix it?" she prodded.

"Hmm. Doubtful. I don't think I could even tell you what's wrong with it. It's been a very long time since I've worked on a car. Or driven one, for that matter."

She blinked, confused. "Then why did you want to look at it?"

"Playing for time."

"Playing for time?" she repeated incredulously. "Time for what? I don't _have _time, so if you can't do anything to help me -"

"Patience, Tegan."

Something about those words, and the way he'd said them, jolted her. She took a step back, eyes widening. He was watching her, out of the corner of his eye. Slowly, the realization was dawning. "I didn't tell you my name."

"To answer your question - time for what - time to think. There's a great deal that's happened since we've parted company and I'm trying to determine which of the highlights we need to hit because right now, I need your help."

"Help with what?" she asked, though she had a sneaking suspicion she knew. At least, she had a very good idea. "Who are you?"

Finally, he turned to her and smiled. "I'm the Doctor."

There was no thought. She simply reacted to the words she'd been half-expecting, slapping the side of his face hard.

"Ow!" He blinked a few times, raising a hand to his cheek. "What was that for!"

She was feeling too many things right now to put them into words. Anger that she hadn't recognized him and that he hadn't announced himself sooner, frustration at the fact that a closed chapter of her life was being reopened, and sheer, utter delight at the fact that he was alive and well and standing right here. It was all she could do in the moments that followed not to throw her arms around him and hug him until she forgot how horrible her day had been. It all seemed so insignificant now.

"How was I supposed to know it was you?" she demanded, hands on her hips.

"You weren't!" he answered. "That was the point!"

As he rubbed his jaw, she found herself unable to hold her hands on her hips. A faint smile broke across her lips. "Well, I guess it _is _good to see you. Even if you don't look like you."

"Right." He watched her warily for a moment before he glanced over his shoulder at the Tardis, parked some distance away. "Remind me not to say hello on a day when it's _not _good to see me."


	14. Chapter Thirteen - The Final Memory

**CHAPTER THIRTEEN**

**The Final Memory**

**(ref: Earthshock)**

The light in the hallway was what had caught Martha's eye. It was what had finally drawn her back to her feet when she'd been deposited back into the hallway, and had simply sat down against the wall to cry. She didn't have time to wallow in the sadness and anger and fear of things she shouldn't have seen, and she knew it. But she couldn't just move on as if she'd never seen them, either. Her family had been tortured. She'd known that for a long time. But she'd never wanted to see it.

This never ending hallway of the Doctor's mind, like the halls of the Tardis, was not lit by overhead bulbs. The walls themselves seemed to glow with a dim light. But there was a brighter light at the end of the hallway that had drawn her. She'd walked towards it, and hadn't realized the change in the scenery around her until she suddenly realized that the doors were gone. This world felt so much like a dream, where she found herself in one place and then the next, she was almost surprised that she recognized the change at all.

The hallway was grey and dirty now, with scuffed walls and floors made of dingy metal. Looking back, she saw no trace of the Tardis hallway she'd come down. Her surroundings now looked like another ship of some kind, but not nearly as elegant. Not sure how she'd gotten here - or how to get out - she continued slowly, cautiously.

Footsteps behind her made her jump. She gasped as she caught a glimpse of the intruders, coming straight toward her, and immediately ducked out of the way. They looked like cybermen - two of them - but different than the cybermen she had met in her own experiences. Their heads were blockier, their bodies more fluid, more human. Between them, they were dragging a woman in a purple outfit who was struggling and cursing under her breath as they brought her to the door at the end of the hallway.

Martha let the wave of instinctive fear pass as she remembered where she was. They couldn't see her. She was safe. And it was a good thing, too, since the instinct to keep a safe distance was slowly being suppressed by the strange feeling of familiarity that drew her towards the door. Hesitant but curious, she slipped out from behind the pillar and followed behind them, through the open door and into the large control deck of what might have been a working ship. It, like the hallway, was much less elegant than the Tardis. By the cybermen in the room, she guessed that it either belonged to or had been commandeered by them.

"Doctor! Adric!"

The woman in purple was relieved to be deposited in the room. Martha did a double take as her eyes were drawn to the man at the center of everyone's attention - the source of that familiarity that she was drawn to. The familiarity was so real, it was palpable. But she didn't recognize him. Not at first. Not with her eyes. It took a few moments of studying him, and a few steps closer, to realize just how much he _felt _like the Doctor. But with blonde hair and god-awful striped pants - was that a cricket uniform? - and a face Martha had never seen, she couldn't explain how she knew it was him.

He recognized the woman in the purple uniform immediately, with a flash of frustrated anger across his face. But somehow, with a level of self control that was quite commendable, he managed to keep it out of his tone. "Where did you come from?"

"That _thing_ caught me!"

"Where's Nyssa?" the boy beside her asked.

"She's safe; she's in the Tardis!"

The boy looked worried. The Doctor looked relieved. But the relief was short lived before the bulky cyberman interrupted the conversation.

"Who is this woman?"

Refocusing his attention on the threat, the Doctor put his hands on the girl's shoulders, guiding her behind him. "An earthling. No one of consequence."

"Thanks a lot!"

The Doctor spun to her, frustrated, pointing a finger in her face as if silencing a disobedient child. "Be quiet."

Martha stared, amazed that the woman had to be told that. A room full of cybermen, a Doctor who had made the very obvious move of putting her _behind _him, and she had to be told that this situation was serious? Who was she? As the boy Adric - no older than fifteen - guided Tegan back and away from the Doctor, Martha took a step closer to study him more carefully.

"She's one of your crew," the cyberman assumed.

"In a manner of speaking."

He looked like he was trying to gain his bearings, to cope with the added danger of another innocent in the room. It was in his eyes, his slight shortness of breath. He struck her as far more easily flustered than the Doctor she knew. Either that, or he was simply far worse at hiding it.

"I see the Time Lord has emotional feelings."

It was as close to mocking as a cyberman could come. But the Doctor didn't flinch. Instead, he stood taller, clasping his hands behind his back.

"Of sorts," he admitted.

"Surely a great weakness in one so powerful."

He raised a brow, and spoke with a clear challenge. "Emotions have their uses."

"They restrict and curtail the intellect and logic of the mind."

The cyberman turned away, stepping toward the console and where Martha was standing. She moved out of the way, keeping a safe distance on instinct alone. But the Doctor followed him with a determined stride.

"They also enhance life!"

The cyberman stopped, and the Doctor stopped beside him, his voice tense and quickly escalating.

"When did you last have the pleasure of smelling a flower or watching a sunset, or eating a well-prepared meal?"

"These things are irrelevant."

The Doctor glared with contempt at the figure in front of him. The tension in his voice was turning to more distinct anger. "For some people, small, beautiful events is what life is all about!"

Martha smiled knowingly. Some things never changed. Even in this body, even with this strange, unfamiliar tone and manner, some things were simply built into the Doctor. Some things would always be him.

The cyberman paused, glanced at Tegan, and asked, "You have affection for this woman?"

The Doctor straightened, holding his head higher. "She is a friend."

"And you do not consider friendship a weakness?"

"I do not."

That statement was so sure, so firm, it required no emphasis. He spoke low and flat, eyes fixed on the target in front of him as if by those words alone, he could save both of his companions. The cyberman studied him, then them, then turned to one of the other like-creatures in the room and gave his order.

"Kill her."

*X*X*X*

"Doctor!"

River barely caught him, was barely able to steady him, as he collapsed. "No, I'm alright," he managed weakly as he sank to his knees on the floor beside the bed, and the woman now lying unconscious on top of it.

"You're _not _alright," River protested. "Look at you."

"I just need a minute."

"You need more than a minute..."

He took a deep breath, pulled himself together, and stood up straight. He was alright. At least, he was still able to convince himself of that, if not River. He had to admit, this was a lot more difficult than he'd anticipated it would be. In all of the times and ways his mind had been tortured and tested, he'd never felt something so unnerving as the confusion that came with the entire structure of his memory collapsing in on itself. It was further compounded by the emotion of people he'd once cared very much about. All at once, all demanding his full attention. He had to try very hard to ignore them.

"The structure is breaking down," he whispered, eyes sliding closed. "My memories. The way they're organized. They're... melting. Flowing together."

"That's not good."

"Why?"

She did a double take, and hesitated for a long moment. "Because if _you _can feel it, and you're so far removed from it..."

"You're thinking like a human, River, stop that." He opened one eye and looked at her. "Time is not linear."

"Well, you'd just better be damn sure that any damage they do in this little plan of yours is reversible."

He closed his eyes again, mustered his strength, and turned to head back to the control room. She joined him there a moment later, watching him with concern.

"I think I'm going to need you to talk to the next one," he admitted.

"Why does there have to _be _a next one?"

"Because I need to make sure there is somebody there who will do what needs to be done if it comes to that."

She frowned. "What do you mean?"

"The coordinates are already set." He looked up at her, his gaze intense in spite of the confusion he felt. "Please."

She watched him for a moment, then clenched her jaw as she stood and walked around the console. She hated when she couldn't argue with him, and he knew it. But he was more relieved than she could possibly know by the fact that she wasn't trying to argue.


	15. Chapter Fourteen - Jack Harkness

**CHAPTER FOURTEEN**

**Jack Harkness**

"Captain Jack Harkness?"

The woman standing beside his table was not unattractive, hands on her hips, stare piercing but calm. Jack eyed her carefully before answering. "Who wants to know?"

"River Song." She offered a hand in friendly greeting, and a tight smile to match. "I'm a friend of the Doctor's."

He eyed her for a minute. Chances were fairly slim that she'd know to say that if she _wasn't _a friend of the Doctor's. But in any case, it was safer to be wary. "Nice to meet you Miss Song," he answered, politely if unenthusiastically. He hadn't come here tonight to make friends, and he certainly hadn't come here to talk about the Doctor. Still, there was no need to be rude. He shook her hand, then gestured to the seat across from him. "Please, have a seat. Would you like a drink?"

"Afraid I haven't got time."

"Suit yourself."

Jack eyed her again as she glanced around the bar, then continued in an even voice. "The Doctor needs your help. Will you come?"

The question was simple, not inviting. In fact, she didn't seem terribly anxious to talk him into it if he said no. It was a curious way to entice him, and it worked. He was suddenly as interested as he was wary of her.

"How do you know the Doctor?" he demanded.

"I told you, I'm a friend," she answered simply. "Not unlike you."

"He sent you?"

"Yes." She clasped her hands behind her back. "He would have come himself, but he's not well."

"Where is he?"

"Waiting in the Tardis."

"Waiting for what?"

"For you."

His eyes narrowed.

"I'm unarmed, if that's what you're concerned about," she continued smoothly. "And you're welcome to check."

He slowly stood from his chair and pushed his hands into his pockets, quite unsubtly showing he was very much armed. "Miss Song, as a friend of the Doctor, you know I can't just blindly trust you. You're going to have to provide some sort of proof."

She studied him for a moment. "You know, from the way the Doctor's described you, I was expecting someone a bit more... charismatic."

He glared at her. "Sorry to disappoint you."

"The Tardis is parked twenty yards from the front door. You can see it without ever setting foot out of this crowded, public area. If that's not sufficient to prove that I am who I say I am, then you and I are simply going to part company, and I'll tell him that you were unavailable."

Her eyes were cold. She had no particular interest in him, and no particular love for the fact that she was here, trying to recruit his help. Something about her tone, while it was hardly proof of her connection to the Doctor, made it clear that it wasn't her bright idea to come here, and that it was an idea she wasn't happy about in the least. Jack closed his eyes and sighed.

"Fine," he relented. "Show me. If it's there, I'll go with you."

He didn't want to help. He felt a great deal of love and loyalty toward the Doctor - as much as anyone could. But right now, the last thing he wanted to do was help anyone. The last time he'd 'helped' anyone, he had lost the man he loved and killed his grandson. He wasn't sure just how much 'help' he could be to anyone right now. He wasn't sure he wanted to try.

River turned away and led him to the door with a determined stride. Shoulders square, head high, she was like a soldier numbly fulfilling orders she didn't agree with. He could tell she wasn't thrilled, though he didn't know if it was because of him or because of whatever the Doctor needed his help for. He didn't much care, either. He just wanted it done with.

He wanted it _all_ done with.

At the door, she paused, nodded toward the blue police box in the street, then turned back to raise a brow at him questioningly. He observed it for a moment, then gave her a tight smile and a nod, gesturing for her to go first.

"I said I'd come with if it was there," he relented, hating the words even as they came out of his mouth. "So lead the way."

"The Doctor you remember encountered a Quiescenary on a quarantined planet. Do you know what that means?" River walked more slowly as she crossed the street, voice low as she kept a slow, steady stride next to Jack.

"The Doctor I remember?" Jack repeated. "You mean he's regenerated again?"

"Just answer the question, please."

"I'm familiar with the Quiescenary," he answered confidently. "And the quarantine. I'm surprised that he'd visit a quarantined planet."

"Well, I don't think he intended to do."

"When did this happen?"

"Less than a day, relative time. I responded almost immediately after he was infected."

"Infected? It's more sentient than viral; you know that, right?"

"Yes. Quite."

"Just checking."

"You should know," she paused at the door to the Tardis, "a future version of the Doctor - the one from my time - is with me."

He raised a brow and nodded thoughtfully. "So you're telling me there's two different versions of the Doctor in the Tardis. One of them unconscious and the other one trying to keep him alive?"

"Yes."

"And you said the version that was affected was one that I remember."

"Yes. Which is why we need you. You're familiar to him and he's familiar to you. Should make this easier all the way around."

"When?"

She raised a brow. "What do you mean?"

"I mean where in his timeline did this all happen?"

"I didn't talk to him, so it's difficult to say precisely where he is in his timeline. But it's almost certainly before Canary Wharf."

The words "Canary Wharf" caused him to falter a bit. She noticed, but didn't pause.

"Are you by any chance familiar with Rose Tyler?"

And there it was. He'd wanted to know, before he stepped inside, if he had to steel himself for seeing Rose as well as the Doctor. Part of him wanted to see her - more than anything, in fact. And another part of him cringed at the thought. There was no way he could tell her what he'd been through, even if it wasn't strictly against the rules of time travel to talk about future events. He couldn't risk her hating him...

"She was with him when they met me," he explained carefully.

"Good."

"Yes, it is." He was eyeing River carefully. "How much has he told you about me?"

She hesitated, and fixed him in a hard stare for a moment before answering. "He said you would help. I didn't ask for anything more."

She paused with the key in the lock, sighed, and glanced at him again.

"To be perfectly honest, Captain, I would rather you didn't come. He has already channeling three people inside of his mind and they are wreaking havoc with his memories and his emotions. It seems to me that it is precisely his plan to overwhelm himself until he can't form a coherent thought."

"What do you mean, channeling?"

"I have to trust that he knows how much he can take," she continued, ignoring the question. "And I have to trust there's a reason why he thinks he needs you. But I don't have to like it."

She watched him as she pushed the door open, but made no move to step inside. He studied her for a moment, as if trying to size her up before he finally nodded and stepped through the doors.

The Doctor was leaning forward on the Tardis console. A quick sweep of the room saw the Doctor - his Doctor - deathly pale and lying on the floor. Jack's eyes lingered on him for a moment before the Doctor at the console turned and offered a weak smile.

"Jack."

"Doctor."

The Doctor leaned back on the console. "Thanks for coming," he said quietly, seriously. "I know it's not the best time, but I had to be very careful. You lead a very busy life, Jack."

"I hear you had a run in with a Quiescenary," Jack said, eager to direct the conversation to anywhere other than his busy life.

"Yes, I did. Or rather, the other me did. The one that's unconscious on the floor over there. Sort of. Difficult to explain. You understand."

"I don't need to," Jack answered simply. "Just what is it you need from me?"

"We need him to be conscious."

"And is there a plan that goes along with that goal?"

Jack stared, saying nothing as the Doctor explained the plan. As plans went, it sounded pretty desperate. Three people - soon to be four - running around in his head creating chaos while a Quiescenary constantly brought old memories to life just as fast as it could consume them... There were many things about this plan that Jack didn't like.

"Right. So." The Doctor paused. "Do you have any questions?"

"Yeah, just one." Jack folded his arms over his chest. "How are you still standing?"

He wasn't joking. Not in the least. But the unfamiliar Doctor gave a tight smile nonetheless. "Well, as you can see, I'm _not_, really, I'm more..." He glanced back at the console. "Leaning."

Jack couldn't help but laugh at that. This man was definitely the Doctor. "Fair enough. So what, specifically, is my role in all this?"

"I need you to look out for them."

"Them?"

"The others." The Doctor paused, a look of worry crossing his face. "I don't have to tell you how dangerous it is, having them all in there with a Quiescenary running about."

"No," Jack agreed. "You don't."

"None of them really understand the seriousness of the situation and really, I'd rather they didn't."

"And by seriousness, you mean what? That it's going to kill you?"

"No, they understand that."

"Their consciousness has been placed inside of a foreign environment," River explained. "A dangerous environment. And that consciousness is what ultimately makes them sentient. If anything should happen to that consciousness, there would be nothing to put back into their bodies. They would be brain dead."

"Wait, so you're telling me that this thing inside of your mind can kill them?"

"A Quiescenary is very powerful," the Doctor answered quietly.

"Well, I know that, but that's not how it kills."

"That's not how it kills its target," River clarified. "They would be collateral damage."

"And you're saying they don't _know _that?"

"Not exactly."

"Doctor!" Jack was clearly mortified.

"I'm not going to let them die," the Doctor answered, a bit indignant at the implication that he was being careless with the lives of his companions. "If it comes to that, I'll pull them all out but I'd rather not resign myself to that fate without a very good reason. Now. There's a girl inside named Tegan. And there's a particular memory I'm using to gather them all together. I needed her inside to make it more vivid. But she shouldn't be there. I'm not sure she can handle it."

"Then why'd you send her in the first place?" Jack demanded. His eyes narrowed slightly "This new regeneration of yours - always so quick to use people who don't know what they're getting into?"

"Listen," River said harshly, stepping closer. "We don't have time to argue about this. So if this is going to be a problem for you, then turn around and leave. And we will find someone else."

Jack stared at her, clenching his jaw tighter. Then he turned back to the Doctor. "What about Rose?" he demanded coldly. "Where is she?"

"She's the other reason I need you inside," the Doctor answered quietly, calmly. "She's fully integrated with his thoughts."

"What does that mean?"

"It means she's no longer aware of herself. And if she is, then only minimally."

"Aware of herself?" Jack repeated, confused.

"She's feeling more and more like part of the memory. More like me and less like her."

Jack's eyes widened. "She thinks she's _you_?"

"Maybe. Yes. I don't know. She's very confused."

"And I'm supposed to straighten her out?"

"No. Just watch her. Keep her safe. I can't follow them all. But I can follow one. I can follow you. Once I send you in, I'll be listening for _you_."

"Listening for what? Why me?"

The Doctor took a step closer, nearly lost his balance, and instead of sitting down on the seat next to Jack, ended up crouching in front of him. It was _almost_ graceful enough to make it look like he'd meant to do that.

"Keep them together... and keep watch. If you say the word, I'll pull any one of them out - _every _one, if I have to. I won't have them living out the rest of their lives in an altered state of consciousness, even if it means..." He lowered his eyes. "Well. You know."

River swallowed hard as she clenched her jaw. She watched the realization pass over Jack's face. If he gave that word, if the Doctor removed them, they wouldn't be going back inside. And he would be left to the mercy of the Quiescenary. She understood now why he'd wanted Jack. The Doctor was willing to die for any one of them, but he wanted to be sure it was necessary. Not only that, but if it _was _necessary, he needed someone he could trust to make that call.

Jack looked down at the Doctor, put his hands on his arms, and finally helped him into the chair next to him. "I understand," he said solemnly. "And it's not like it'll be the first time I've done something for the greater good that will cause others to hate me."

The Doctor smiled faintly, sadly. "You and me both, Jack." Weakly, he raised his hands and set his fingers lightly on either side of Jack's forehead. "You and me both..."


	16. Chapter Fifteen - Abandonment

**CHAPTER FIFTEEN**

**Abandonment**

Martha stood tense, eyes a bit wide as she looked back and forth between the cyberman who was steadily advancing on the woman in purple, ready to kill her, and the Doctor who was watching in tense horror. It suddenly occurred to Martha that she didn't know how any of this would end. She'd never heard of these people, of this place. The only reason she had to believe that she wasn't about to witness a senseless slaughter was the fact that the Doctor was standing nearby, and he surely wouldn't allow that to happen.

Of course, she'd been wrong before about what he could witness with a straight face...

The woman and Adric backed slowly away, eyes wide with fear. In the long, tense silence, the Doctor looked back and forth between them and the cyberman who'd given the order, his thoughts clearly racing. There was panic in his eyes, and it startled her. In all the time she'd known him, she couldn't remember a time when she'd truly seen the Doctor panic. He was always in control, even if it was a breed of control she could scarcely understand. Even if she hated just _how _controlled he was, in the moments when he should've been reacting strongly.

Finally, he did the only thing he could do. With a cry of, "No!" he ran to them, placing himself between her and the advancing cyberman. There was only a moment more of tension before the one who'd given the command waved aside his own orders. The Doctor's shoulders sagged with relief.

"Such a reaction is not a disadvantage?" the cyberman challenged.

If Martha didn't know better, she would swear that was smugness she heard. Were cybermen capable of being smug? But the Doctor looked up, looked him in the eye, and answered with a hard, firm, "No."

"You are mistaken," the cyberman declared. "I now have control over you, Doctor. All I need do is threaten the woman's death for you to obey me."

"Excuse me?"

Martha spun at the voice behind her and saw a petite woman with dark hair and big eyes looking straight at her. Martha glanced around her briefly, but there was no one else the woman could possibly be talking to. She wasn't part of the scene. Was she here as an observer, too? As she held out a hand to shake, Martha determined that had to be the case.

"I'm Susan," she offered.

Hesitantly, Martha took her hand and shook it in greeting. "Martha Jones."

Susan gave her a tight smile. "I thought so." She cast an uneasy look over Martha's shoulder at the scene that was still playing out behind her. "How did you end up in here?"

Martha frowned. "Same way you did, I suppose."

Susan laughed quietly. "No, I mean this memory. If I'd known this was what was behind that door, I would've left well enough alone." She shivered slightly as she glanced back at the scene again. "Cybermen give me the creeps."

"Yeah, you and me both."

"Come on, then. Let's get out of here."

Martha raised a brow. "You know a way out?"

"Of course."

"But how?" She frowned. "Rose said once we were inside, we would just have to wait for it to end."

"Well, Rose was wrong." Susan smiled broadly. "My mind is like his. I know how it works."

Wary of the confidence, Martha raised a brow. "What do you mean?"

"The Doctor is my grandfather. I'm a Time Lord, too."

*X*X*X*

The Doctor was still adjusting to the effects of yet another set of thoughts running through his mind. Not just the thoughts - the emotions, the perceptions, the reactions... they were all swirling in his head. But he'd given himself enough time now that he was able to finally pull himself up, leaning forward on the console for support as he watched River out of the corner of his eye. She was staring at Jack with a look of confusion on her face, brow furrowed.

"What's wrong?" he asked.

She blinked a few times, and shifted her gaze from Jack to the Doctor and back again. "His shoes..."

"What about them?"

"I don't know. I don't remember."

He raised a brow, questioningly.

"I was thinking something... something completely random... And then it was gone. I can't remember now. It felt so important, just for a minute. And it had to do with his shoes. But... it couldn't have been important." Her frown returned as she shook her head, trying to clear it.

"You don't know. It might have been."

"What could possibly be important about his shoes?"

"It was your thought; you tell me."

"I don't remember. To tell you the truth... it doesn't make much sense."

"It's Rose."

She looked up, studying him carefully, confusion still in her eyes. "What do you mean?"

He sat down on the jump seat as another wave of memories came. "You're still empathetically connected to her, even if you're not noticing it most of the time."

"But even when I was noticing it, I wasn't able to tell what she was thinking before."

"What she's thinking?"

"Well, I assume you're going to tell me she was thinking about shoes."

"How should I know? She's channeling through your head."

River frowned at him.

"It probably has nothing to do with the shoes. She's confused. So are you."

"Empathy..."

"Yes."

River sighed. "Well, it's nice to know she's alright. She's been so quiet."

He smiled at the hint of irritability in her tone. That annoyance wasn't Rose. It was pure River - incapacitated by her lack of authority in the situation and hating every moment of it. But for once, he couldn't budge on this. He knew how much he could take, and he knew what had to be done. It wasn't safe, and she didn't like it, but there was no other way and he knew that as well. Taking a slow, cleansing breath, he sat forward, then stood to his feet, pausing a moment to make sure he was steady before looking back down at Jack.

"Should we try to get him to a room?" River asked.

"No," the Doctor answered. "I can't. I'm too weak. Besides, he won't be in there for long."

"I suppose that should be a relief."

Another wave of confusion, and he closed his eyes as he breathed in deep, trying to ignore it. He'd put Jack inside so that he'd have to focus on only one mind. But first he had to wait until he was sure they'd all found each other.

"River?"

"Yes?"

"I need you to tell Rose something."

"Tell Rose?" River stared, confused. "If you had a message for her, you would've done better telling him."

"No, it has to be you. It has to come from inside her."

"Inside her?"

"She's empathetically connected to you, as well."

River frowned deeply. "Alright. I'll try. What message?"

The Doctor studied her carefully, intently. "Tell her to find the control room."

*X*X*X*

"Sarah Jane?" The tension in Rose's voice was concerning.

"What is it? What's wrong?"

"I have to stop."

The words were barely out of Rose's mouth when she collapsed. Alarmed, Sarah Jane turned and barely caught her as she dropped to her knees. She'd noticed the weakness, the slowed pace, the stumbling steps. But every time she'd asked, Rose had assured her she was fine. Clearly, she was not fine.

"Rose, what's wrong?"

Holding her head, Rose swooned a bit, grabbing onto Sarah's arm for support as she sat back against the wall of the hallway. "No, I'm... I'm okay, I think. I just need a minute."

"You don't look okay."

"No, really, I'm fine." She took a breath, and carefully pulled herself back up, using the wall and Sarah Jane as leverage. "Just need to catch my breath."

Sarah Jane frowned deeply. "We should stop and rest."

Rose took a few deep breaths before starting to walk again. Her confusion was evident. As if she were drugged or drunk, she couldn't hold a coherent thought.

"No, I'm fine. We need to keep going. I have to find the control room."

"Control room? What control room?"

As Rose lost her footing again, she almost fell forward. Reacting quickly, Sarah ducked down to support her, draping Rose's arm across her shoulders. "You know, we're not going to make very good time if I have to carry you," Sarah reminded her. "We really might do better to stop for a while."

Rose leaned against the wall for a moment. "Maybe just a minute or two..."

As she slipped down the wall, Sarah let out a relieved sigh and sat down beside her. She could use a rest herself, but she was far more concerned about Rose. Ever since she'd arrived, Rose had been getting progressively more confused. And to see her stumbling now confirmed Sarah's fears that there really was something very wrong. She only wished she knew what or, more importantly, how to help.

"Need to find the control room."

"What control room? You mean in the Tardis?"

"I don't... I don't know."

"This hallway isn't really the Tardis, Rose. You know that, right?"

Rose turned and stared at her for a moment, confusion playing across her face. "I... No, of course it's not."

Sarah let out a sigh of relief. "Then what control room are you talking about?"

"I don't know. I can't see it; I don't know where it is. I don't know what it looks like, I just know... I need to find it."

"Do you know why?"

"The Doctor needs help..." Her head lolled forward.

"Rose?"

Sitting up straight again, as if woken out of a light sleep, Rose shook her head, then reached back for the wall. "We need to go. We need to find the control room."

"Why?" Sarah Jane reluctantly helped her to stand somehow, it was better than the thought of her passing out. "Do you know why we need to find it?"

"No. But we..." She stumbled a few steps as her breathing became more haggard. She grabbed her head as she swooned. "I think I'm going to be sick."

"Oh, Rose, please..." Sarah put a comforting arm around her shoulders. "Just sit down a minute and take a _proper _rest. Wherever - whatever - this control room is, it'll still be there once you pull yourself together."

Rose fell to her hands and knees, fighting off the urge to throw up. She leaned back against the wall again as Sarah guided her gently. "Yeah," she finally relented. "Yeah, just for a minute."

"What's inside the control room? Do you know?"

"No. Just have to get there."

"What will you do when you get there?"

She was getting frustrated. Sarah could see it in her face, in the way her fists clenched at her sides. "I don't know!"

"Alright. It's okay." She smoothed a hand over Rose's hair. "This control room... do you think it's behind one of the doors?"

Rose slowly opened her damp eyes, willing the nausea to stay away. "I think so. Maybe. I don't know."

"Alright. Just rest." Sarah settled beside Rose as she cast a long glance up and down the endless hallway. "I'm sure you'll know it when you see it."

Rose was still a bit shaky when she started walking again. But the feeling deep inside of her chest, the feeling that she _needed _to find the control room, was growing with every second. She wasn't even sure what she was looking for. What was the control room, anyways? The Tardis? Another ship? She paused, gripping Sarah Jane's hand tighter as her eyes fixed on a door in the distance. One particular door that seemed to be set apart from all the rest. She didn't know why; it didn't look any different. But it felt different. It felt... familiar.

"There..."

Sarah Jane kept perfect pace with her, ready to catch her if she stumbled on the way to the door. But she didn't. As she reached it, she almost fell into it, and it opened to reveal a large, dingy grey room inside. The bridge of a ship, full of people. Full of cybermen. As the door behind them disappeared, trapping them inside, they both looked over their new surroundings carefully.

"Where are we?" Sarah Jane asked.

The relief was mixed with a growing sense of dread as Rose felt herself melt into the scene around her. "The control room..." She was only dimly aware of the fact that she was falling, and that it was Sarah Jane's arms that caught her.

***X*X*X***

"Tegan, listen to me. Listen very carefully."

Standing apart from the cybermen, both hands on her shoulders, the Doctor knew he only had a moment before they would again turn their attention to him. Only a moment to say everything he needed to say. He couldn't explain his plan. Until he knew what the cybermen would do, he couldn't even _form _a plan. All he could do right now was offer meaningless reassurance and hope that the experience of days past would fill in all the gaps.

"I wish I could tell you how this is all going to work out, but I can't," he said quietly. "I can tell you this. These cybermen will kill you without a second thought. They feel no fear, no remorse. So I need you to stay very, very quiet. Can you do that?"

It was asking a lot, he knew. Perhaps too much. The one thing Tegan lacked more than anything else was control over her mouth. She spouted off things in every direction - impulsive and insistent. If she wanted to live, she needed to grasp the seriousness of this situation.

"I return your ship to you, Captain," the cyberman informed the woman who had been in charge of the ship before the cybermen had arrived.

"Really?" She was defiant, but not threatening. At the moment, she had nothing to threaten.

"You will continue your journey to Earth. The ship will function normally."

"We're to stay on board?"

"Yes. Although your presence isn't needed, of course. The control of your ship is now totally automatic."

The Doctor stood straighter. They were to be trapped onboard a ship sent to automatically collide with the Earth. Such was the end of any thoughts to destroy the ship before it reached the planet's atmosphere. Destroying it would mean killing everyone on board.

"This isn't necessary," the Doctor said, stepping closer to the cyberman. "Let them go."

"And deny them the feeling of fear? The ultimate in emotional response?"

Anger flared up inside of him again, and his fists clenched at his sides as he glared at the half-man, half-machine monster in front of him. "You've already proved your point quite adequately."

"A final demonstration may convince any doubters."

"Why don't you kill us now?" the captain demanded.

"I want my guards to observe your reactions."

"That's sadistic!" Tegan shot, stepping closer to the cyberman.

"No, scientific."

The Doctor wasn't sure what he felt more - disgust or pure contempt. Standing just behind the over-talkative cyberleader, he debated a few possible scenarios for overpowering them, and threw each of them out one by one. He wasn't fast enough, and they wouldn't hesitate to kill. He couldn't take the risk with so many innocents around.

"If we are to fight earthlings, it is better we understand their weaknesses."

"I think a few weaknesses of your own are showing through," Tegan snapped.

Drawing in a breath, the Doctor glared at her. Couldn't she keep her tongue bridled for just a few moments? Her life truly did depend on that right now!

"Doctor," Adric said very quietly, stepping up beside him. "If they're going to leave this ship on some sort of auto-pilot, I can disable that."

"No," the Doctor answered. "It's too dangerous for you to remain onboard."

"But Doctor, if this ship crashes into Earth, we _all _die. And I can do it. Really, I can."

The Doctor turned and glared hard at him. "Will you for _once _listen to me? Both of you! This is not up for debate!"

"We leave for your Tardis," the cyberman interrupted, grabbing Tegan by the arm as he finished giving his instructions to his guards. "The Earth woman as well."

"The name is Tegan!"

The Doctor turned to follow. Perhaps a change of scenery would do him good. In any case, it would give him a chance to think. But as Adric turned to follow them, he was cut off by the Cyberman and a weapon pointed in his direction. The Doctor's eyes widened as he recognized the implication, and he stepped closer again.

"I want Adric, too."

"The boy stays here."

"No!" Tegan cried.

"I need him to help me fly the Tardis!"

"I know that it requires only one person to pilot the Tardis."

"I'm not going without him."

"The boy will stay here. If you do not cooperate, I shall have the Earth woman destroyed."

"We can't leave without him!" Tegan shouted.

The Doctor bit his tongue. So nice to see that his little talk with her had accomplished so much. Dismissing her quickly, the cyberman gave her a shove towards the door. The Doctor glanced at her, then at Adric as he turned and paced a few steps away.

"Take Tegan with you."

The Doctor had known it was coming. It didn't make it easier to hear. Adric had wanted to be alone with those controls before the cyberman had said a word. This was his opportunity, as foolish and dangerous as it was, and the Doctor's hands were tied.

"I'll find my own way." With his back to the Doctor, he looked over his shoulder. "Please?"

"The boy's right," the ship's captain said. "There's a chance. Leave now."

"Please, Doctor."

"There is no chance," the cyberleader said confidently.

"Just leave!"

He needed time to think. He needed time to plan, to put all the pieces together. He needed fewer enemies in the room and more people he could count on. Right now, he had nothing. Pulling his thoughts together, he took a few steps closer to Adric again and offered a hand. His voice was light and controlled as he spoke, but his eyes were locked on the boy's as they shook hands.

"Good luck, Adric." _I will be back for you. I am _not _leaving you behind._

"Good bye, Doctor."

"Good luck to you all!"

With a determined stride and a conscious effort to avoid eye contact, the Doctor headed quickly for the door. He knew the truth the instant he set foot outside the room, listening to Tegan and Adric's goodbyes behind him. He had every intention of coming back for the boy. But intentions were not the fabric of reality. The reality of the situation was simpler: he had just left that boy to his own defenses.


	17. Chapter Sixteen - Nightmare

**CHAPTER SIXTEEN**

**Nightmare**

This was the stuff Tegan's nightmares were made of - quite literally. She had seen the inside of this ship any number of times when she'd closed her eyes and tried to imagine how whatever she was dealing with could be so much worse. Here, it was worse. Here, it was hell.

She knew exactly where she was. How she'd gotten here, she wasn't sure. Was this what the inside of the Doctor's mind was _supposed _to look like? Had she been thrown right into the middle of one of his most horrendous memories? She couldn't imagine that he looked back on this ship with any more fondness than she did. And if he had told her that this was what he had in mind when he'd asked her for help, she might have had second thoughts. Of course, he'd probably known that. It was probably why he _didn't _tell her.

Alert and afraid, wary of cybermen and all the things she didn't want to see, she walked through the hallways looking for a way out. Was there even a way out of this? How was she to wake up when it was all over, anyway? How was she supposed to talk to them on the outside? Her fear grew as she realized she was lacking some of the most important instructions as to just what he needed her to do here, and how she was supposed to stay safe.

Turning to peek around a corner, she saw nothing, but took a step back all the same, not quite willing to leave the relative safety of the hall she'd already come down. At least she knew what was behind her. She wasn't sure she wanted to know what was ahead.

The hand on her shoulder almost made her jump out of her skin. Squeaking with surprise, she spun, scrambling away and flailing at the cyberman who - no, wrong color for a cyberman. She didn't know who had touched her. But her fear and panic was just too acute for her to stop struggling. Fight or flight instincts had already engaged, and she frantically tried to do both simultaneously.

"Let go! Let _go _of me!"

"Hey! It's okay; I'm on your side!"

The voice was not that of a cyberman, either. But it did little to calm her fears. "Let go!"

His grip on her loosened, but he didn't stop talking. "Just relax. I'm here for the same reason you are."

Eyes wide, she stared up at him and swallowed hard as she stopped trying to get away. The man who was looking down at her was calm, handsome, and not the least bit threatening.

"Who are you?" she demanded. "What do you want?"

"Captain Jack Harkness." He finally let go of her arms and smiled down at her. "Nice to meet you."

She straightened her posture and brushed herself off, struggling to regain some dignity. "Well, it's not very nice to meet you! What were you doing sneaking up on me like that!"

He put his hands up in surrender and chuckled. "I do believe you were the one that ran into me. But I'm sorry for scaring you."

She took a deep breath, and nodded, accepting his apology before turning her attention back to her surroundings. Regardless of who he was and what kind of threat he did or didn't pose, this was still a place she didn't even remotely consider safe. And Jack, by the way he was looking around, was at least smart enough to be wary of what he didn't understand.

"Where are we, anyway?"

"It's a... ship," she answered hesitantly.

He chuckled. "Well, I can see that."

Eyeing him warily, trying to keep her fear suppressed, she finally fell back on the safety of her manners and held out a hand. "I'm... Tegan Jovanka."

He took shook her hand and smiled again. "Nice to meet you, Tegan. The Doctor told me I'd find you here. And that you wouldn't much like where you'd ended up."

"Too right." She swallowed hard as she looked around her again. This place made her skin crawl.

"So... I'll ask again, what sort of ship is this?"

"You won't like Earth!"

The angry voice from somewhere down the hallway made Tegan jump, and cut off any answer she might have been considering. Her own voice, captured by the memory. If there had been any doubt as to where - and when - they were, it was gone now. Closing her eyes hard, Tegan pressed back, against Jack, away from the voices and the sound of footsteps on the metal floor plates of the ship.

"Like or dislike does not come into my consideration," the cyberman answered.

"It will when you start going rusty!"

_Go away... just go away... _She just wanted to wake up...

"Those are cybermen," Jack hissed from behind her.

She wasn't waking up. More frightened than she'd been in a long while, she did the next best thing. She turned and grabbed onto his jacket, burying her face in his chest and trying to make herself small.

"Tegan, it's alright," he said quietly, resting a hand reassuringly against her back. "They're part of the memory; they can't see you."

"Well I sure hope not! It's bad enough I can see them!"

"It's okay, Tegan. They can't hurt you."

She swallowed hard as she turned her head and watched the memory play out, her younger self in the stewardess uniform walking ahead of the armed cyberman with a much more determined step than the Doctor. She'd been so sure of herself, so arrogant and prideful. If she had to pinpoint a moment when that had all changed, when she'd realized her own mortality and just how quickly everything could be over, this day would be it.

Every detail of this ship was exactly as she remembered it. And she remembered it in vivid detail. The metal hallways and staircases, the way the Doctor's eyes darted as they walked all the way back to the Tardis. That was where they were heading, she knew. She remembered everything about this day as if it were just yesterday.

"No, wait!" She reached out and took hold of Jack's arm as he stepped past her, starting after them.

He looked back and frowned. "Tegan, we have to follow them."

"Maybe _you _have to! I have to get out of here!"

He sighed as he turned back to her. "Listen, Tegan. The Doctor needs us to all be together. He's brought us into the same memory. If we go to the heart of that memory - wherever he is - we'll find the others."

"You mean he did this on _purpose_?" she asked, horrified. "He said he needed my help but he didn't say anything about... this!"

Jack took her by the shoulders bending down slightly to look her in the eye. "Tegan, I know you're scared, and you have every right to be. But the only way out is forward. We have to follow the Doctor."

"I don't want to follow the Doctor. I can tell you what happens here; I don't need to see it!"

"Do you want to get out of here?"

She stared at him.

"This is a memory. A mental construct. It's not real. And it's your memory, not mine. I don't know my way around it but you do. You can help me find the others, and then we can all find a way out."

She hesitated. He took her hand gently.

"Tegan, please. We need to follow him. It could be our only way out of here."

Tegan stared at him for a long moment, then finally swallowed hard and nodded, pointing in the direction they'd disappeared. "They'll be heading for the Tardis."

*X*X*X*

The Doctor's breathing was slow and even, half-lidded eyes on Jack as the Tardis dematerialized again. It was all he could do to keep breathing, and keep thinking. His eyes rolled back, exhausted, and he let them shut. It was only a moment later that he felt River's hand on his cheek.

"Sweetie? Are you okay?"

So much confusion in his mind. The memories the Quiescenary was awakening seemed surprisingly vivid, and he'd lost track of who was where, except for the thoughts that passed through him as a result.

"Doctor?"

"Have you seen my recorder?" he muttered. "It's a little thing, about the size of a ruler and I know I had it with me..." His eyes opened, unseeing as he stared past her at the ceiling of an unfamiliar Tardis. "I think I left it in the zero cabinet on Castrovalva. But that means the Master..."

"Doctor, you're _not _well."

He shut his eyes hard, fists clenching at his sides. "Stop it. Stop, just stop." He took a breath, but his eyes remained squinted shut, fists tight. He had to think. "Sorry. I'm a bit... confused right now. Just give me a moment; it will pass."

"I don't think it will, sweetie," River said gently. "You're exhausted. You need to rest."

He opened his eyes slowly, more focused this time, on her. When he spoke again, he sounded very much like him, not the mix of accents and tone from moments ago. "No, I'm not done yet."

He leaned forward in the chair and grabbed the console, but it wasn't enough to keep him from falling to his knees, gripping the edge as tightly as he could. River wrapped her arms around him, hauling him back up into the chair.

"You are," she said firmly. "You're done."

"No." He took a moment to breathe, then looked up at her. "I need one more."

River's eyes widened. "Another one! Doctor, you can't! Do you have any idea -"

"I need Amy."

River's jaw dropped. "What the bloody hell for!"

He shut his eyes. "Fourteenth of June, 2011. Set the coordinates. Please."

"No," River said defiantly. "I won't."

"Yes, you will."

It wasn't a threat. It was a simple statement of fact. And it was a fact he was sure of. She might hate this plan. She might hate everything about it. But ultimately, she trusted him. Ultimately, she knew that he knew what he could do, better than anyone. Better than she did, for sure.

She took a deep breath. "At least let me channel her."

He shook his head slowly. "No. River, you can't."

"No, _you _can't!"

"River..." He opened his eyes again, and studied her quietly for a moment. "I need you at full strength. I need you to fly the Tardis and I need you ready... for anything. Because right now..." His eyes shifted slowly to the younger version of himself, lying on the floor. "I'm as vulnerable as he is."

"And that's supposed to make me feel better?"

He paused for a long moment before turning back to her, eyes locked and tone low and serious. "One more in my head will make no difference. But one more in yours puts me at risk. Do you understand?"

She gritted her teeth. But finally, jaw tight, she stood and turned to the console. The Doctor's shoulders sagged as his eyes closed again.

"You know, it's funny," he whispered. "You never think about how much energy is expended by simply... remembering things. So many things. All at once..."

River focused on the coordinates. "So what do I remember, Doctor?" she said low, her tone controlled. "If you die, down there, where does that leave me?"

He smiled reassuringly as he forced his eyes open again and looked up at her. "Don't worry," he said softly. "You won't get rid of me that easily."

*X*X*X*

Martha wasn't sure how they'd gotten to the white room. It felt a lot like traveling in the Tardis - one minute they were in one place, and the next they were somewhere else. She cast a curious look at Susan, who was frowning deeply. That expression wasn't encouraging.

"What is?" Martha asked.

"That's strange," Susan answered. "I'm almost certain this is still the same memory."

"But this is the Tardis."

Martha paused as she suddenly realized that the room didn't look much like the control room of the Tardis. How had she accepted so easily that it was where they were? Maybe it was the console in the center, or maybe it was just that it felt the same.

"Yes, I know," Susan said. "But it's still the same memory. I'm quite sure of it."

Martha was surprised to notice the girl standing beside the console. How had she not seen her right away? "Who is she?"

"Her name is Nyssa," Susan answered confidently. "I've seen her before."

"Where's the Doctor?"

As if on cue, the Tardis doors opened and the unfamiliar blonde doctor stepped through the doors of the Tardis escorted, to Nyssa's horrified surprise, by two cybermen.

"Doctor!" Nyssa cried. "Where's Adric?"

"He's safe," the Doctor answered thoughtlessly. It was a practiced response, one that held no meaning.

"For the time being," Tegan added. Martha remembered her from the bridge of the ship. Susan was right; this was the same memory, just a different scene.

The Doctor ignored Tegan just as he ignored the worry that followed from Nyssa. He was deep in thought. What did he have at his disposal here, in his own ship, to give him an advantage?

"Susan?" Martha whispered.

"Yes?"

"Can you feel that?"

"Feel what?"

"The Doctor..." Martha stared at him, amazed. "It's like... I can hear what he's thinking."

The Doctor wanted to tell Tegan to stop talking. But it was pointless for one thing, and would only further agitate the situation for another. Besides, he had other things on his mind. He needed a plan. Now that they were split up, he had two separate scenarios to navigate. His options for getting everyone out alive were growing slimmer by the minute.

"It's his memory," Susan explained quietly. "As much as he remembers what he was thinking, you'll be aware of it."

He followed the orders from the cyberleader mindlessly, his own thoughts racing in much more meaningful patterns. Flying now alongside the other ship, locked onto the coordinates, they were to follow it to Earth. But if they were locked onto the ship's coordinates, that gave him almost limitless control over the time and space continuum of that vessel. He knew from his observation inside that it was a primitive piece of machinery. It would tow quite nicely. He could pull it to safety if he could just get the freedom to do so. But that led him to the problem of his secondary scenario - the two cybermen in his Tardis.

"Search this ship," the cyberleader commanded.

The Doctor lowered his head. Well, that took care of one of them. He could wander those hallways from now 'til kingdom come. Hopefully he would get himself nicely lost.

"The time draws near," the remaining cyberman said as he fixed his eyes on Tegan.

The Doctor glared as he stepped forward, anger boiling up inside of him. For an unemotional hybrid species, these cybermen were, in fact, decidedly sadistic. Unusually so. Somehow, there was still enough feeling inside of this creature to get a thrill out of watching Tegan mourn the impending destruction of her home planet.

"It isn't necessary to taunt her!"

"It is simply a fact, Doctor."

Tegan grabbed his arm as he stared down the creature in front of him. "Can't you do something?"

"Not at the moment," he admitted, never taking his eyes off of the cyberleader.

"Oh, do not mislead the earthling. This time, we will not fail."

"Martha?"

She turned and cast a questioning look at the young girl beside her. Susan was uneasy, and it showed. "Let's get out of here."

"Fine by me," Martha agreed. "Besides, we really need to find the others."


	18. Chapter Seventeen - Amy Pond

**CHAPTER SEVENTEEN**

**Amy Pond**

"Doctor!"

Amy paused, two steps inside the Tardis as the focus of her attention shifted from the Doctor, slouched on the floor, to the way the console - and the rest of the Tardis, for that matter - looked.

"What happened in here?" she asked, turning to River as the doors were closed behind them. "And what's wrong with the Doctor?"

"Nothing's wrong with me, Amy," the Doctor answered for himself. But his voice lacked all of the usual energy and enthusiasm. "I'm just fine."

"No, you're not fine." She walked towards him with a determined pace, trying to ignore the sound of her shoes on the unfamiliar grate. "And what happened to the Tardis? Why does it look so... grungy?"

"It's a long story, Amy, and I'm afraid there isn't time to explain." He reached up for her as she approached, and she knelt down next to him.

"Well, River explained most of it." She took his hand, and cast a quick glance back at River. "Not that I understood a whole lot. You've got some kind of alien thing eating at your brain, yeah?"

The Doctor smiled weakly. "I need you to do something for me."

"Go inside of your head and wake you up, right?" She glanced over at the unconscious figure on the floor and rose to her feet. "Wait, so does that mean that's _you_?"

"A previous incarnation," River said quietly.

"Amy, listen to me."

Amy reluctantly drew her eyes away from the unfamiliar man lying on the floor to the Doctor, huddled and exhausted, at her feet. But he was calm. Head back and eyes closed, his voice remained very calm as she knelt down again.

"There are others. You'll meet them. They are old friends of mine - very old friends. They won't know you, and you won't recognize them, but I need you to find one of them." He took a deep breath, and opened his eyes slowly, locking them on her. "Her name is Rose. I need you to find her and I need you to tell her that she is _not _me."

Amy furrowed her brow. "She's not you; what do you mean?"

"She's confused. She's integrated with my memories - my mind. But she can't; she doesn't belong there. You have to make her remember who she is, what she's doing there."

"Okay, and... what is that, exactly?"

"The same thing you are," River answered. "Those doors I told you about? You need to open them."

"Alright." Amy nodded. "Sounds easy enough."

"It may not be." River stepped closer and knelt down beside them both. "There's another consciousness inside there, and it's not friendly."

"Just remember," the Doctor interrupted. "You're perfectly safe. It cannot hurt you. No matter what it looks like, no matter what you feel, it's like virtual reality. You can't die. You're perfectly safe."

"Doctor..."

"_Perfectly_," he said again, shooting a brief glare at River for her interruption. "Safe."

"Right," Amy said hesitantly. "I'd feel a lot better if you'd stop using the words 'perfectly safe.'"

*X*X*X*

Metal floor. Amy's eyes opened slowly and she blinked a few times at the dingy grey floor she was lying on. Where was she?

"Over here!"

The voice sounded like it was echoing down a long corridor. As she sat up, she rubbed her eyes and looked around. The way River had described it, she'd been expecting to find herself in a hallway with doors on either side. Instead, she was on a metal walkway - an overhead path above what looked like a ship's cargo bay.

"Are you alright?"

Of the two women - neither of whom she recognized - she couldn't tell who looked more concerned. But they both looked real, and they both looked like they were roughly from her time period, based on the clothes. Friendly faces, if worried ones.

"Yeah, I'm... I'm fine."

She was almost sure of that. As she stood up slowly, she leaned on the younger woman for balance. She needed the balance even more as she stood up straight and her heel caught in the slit of the grate beneath her feet. She stumbled, and kicked the shoe off to keep from breaking her ankle.

A bit irritated with her present surroundings, Amy looked around again. "Where are we? I thought I was going to end up in a hallway."

The women exchanged glances before the younger of the two spoke again. "You mean you didn't? How did you get here?"

Amy shrugged. "Dunno. One minute I'm in the Tardis, next I'm here." She frowned. "Why? How'd you get here? Who are you, anyway?"

"I'm Martha, this is Susan. We both came here through the hallway, I think. To be honest, I can hardly keep track of where I am anymore, or how I got there."

Amy nodded. "Right..." She looked around them again. "So, you never said, where are we?"

"It's a space ship," Susan answered.

"Well, I figured that much."

"We both came in through the control deck, but at different times."

"Either of you have any idea where I might find Rose?"

"We got split up a long time ago," Martha admitted. "At least, I think it was a long time ago. It's so hard to tell in here. But she's probably still aboard this ship somewhere, though. If I had to guess."

"What makes you say that?"

The girls exchanged glances. "Well, we can't seem to get out," Susan answered with some hesitation. "And we both ended up here. It would appear to be a central point of some sort."

"Chances are, she was drawn here, too."

Amy gave a short nod. "Right, well, I need to find her. That's my mission."

Turning on her heel, she started walking down the path they were on. Confused and concerned, Martha followed a step behind. "Why? Is she alright?"

"She apparently thinks she's the Doctor. I have to find her and convince her she's not."

Martha's eyes widened. "She thinks what!"

"Don't ask me; I only know what River and the Doctor told me."

"Don't suppose you have some sort of homing beacon to find her," Martha said, following a step behind as she continued in a quieter voice, almost under her breath. "If she thinks that, I'd like to have a word with her myself."

***X*X*X***

The Doctor was not as well as he seemed - as well as he was trying to make River believe. She could tell by just how quiet and calm he was. Concentrating, eyes closed, breathing slowly and steadily.

"River?" His voice sounded like he looked. Calm and measured and yet somehow very, very tense.

"I need you to get us away from here."

"Where?"

"Somewhere. Anywhere. Empty space. Somewhere safe."

She nodded and looked down at the mostly-unfamiliar console. For the first time, she wondered if she was really equipped to fly this Tardis. But she didn't dwell on that thought. She didn't have a choice. It was what she was here for. She took a deep, calming breath, blowing it out slowly as she raised her eyes to the time rotor. _You told me how to do this once..._

"Just put us into the vortex with random coordinates if you have to," the Doctor said quietly. "It won't be long."

She slowly made her way around the console, carefully flipping switches and turning dials, making sure each was the correct one she'd intended to use. Her hand hovered over what she was fairly certain was a stabilizer before making the decision to flip it, causing the Tardis to jerk slightly. Grabbing onto the console, she chanced a glance at the Doctor before righting herself and continuing on. Pulling the monitor over, she studied it as she set their coordinates for empty space in the Diagmar Cluster. Taking a deep breath and holding it, she flipped the final switch and prayed she was sending them where she'd been planning.

He was quiet while she worked, eyes closed, body completely still. She watched him out of the corner of her eye as he breathed, deep and slow, measured and calm. She wasn't even entirely sure he was conscious. He looked as if he might have dropped into a trance.

Checking the monitor, she blew out her breath in relief as she saw that they were safely in the vortex, heading in the direction she'd intended. "Okay, we're safe."

"Where's Rose?" he asked quietly, barely audible over the sound of the Tardis engines. She wasn't sure if the question was aimed at her, or if he was just muttering to himself. Of course, she wasn't sure he could tell the difference right now. His confusion was obvious, in spite of his calm.

"Doctor?"

"Where is she?"

Apparently, he was talking to her. She frowned. "I... I don't know."

"Try..."

River closed her eyes and concentrated for a moment on the faint feelings inside of her - the ones that weren't hers. "She's... confused."

"About what?"

"Everything."

He breathed slow. Deep. "She's confused. Is she alone?"

River closed her eyes and tried to focus through the haze. She could just barely feel Rose's presence and tried to reach out to her. But she was so distant. "I... no, she's not."

"Who is she with? Can you recognize who she's talking to?"

River concentrated. She knew considerably more about the Doctor's previous companions than she imagined Rose did. But there was nothing to even lend her a guess. She shook her head and frowned in frustration as she opened her eyes.

"No. I'm sorry, but I can't."

"Alright." The Doctor took another deep breath, and let it out slow. "It's alright. It doesn't matter."

But as she watched him, and wondered exactly what he was expecting to happen now that all the chess pieces were in place, she couldn't help but wonder how much it really did matter.

*X*X*X*

Confusion. Rose didn't know where she was, or how she'd gotten here. Vaguely, she was aware of conversation around her. The Doctor's voice. But not the Doctor. A memory of the Doctor. A figment of her imagination.

"Step back, Tegan."

"Step back!" She was panicked and angry. "How can you expect me to just - "

"I said step back!"

He was angry, but not at her. He was afraid, but afraid to show it. He had a plan, but still in its infancy stages. She still had to implement it. There were still so many things that could go so very wrong.

"Rose."

A woman's voice. A hand on his shoulder. No... _her _shoulder. She was sitting on the floor, against the wall of the Tardis with its pockmarked walls and its hazy white glow. She was not standing at the console. She was only watching those who were. Watching a man who felt very much like him. Who felt very much like _her_...

"Nyssa?"

"Yes, Doctor?"

"Please step back from the console."

At least Nyssa knew better than to ask why.

"Rose?"

She turned slowly, drawing her eyes away from the Doctor, from the cyberleader, from the scene he had under control. He was gaining control, gaining his bearings. There was a woman sitting beside her. Dark hair, dark eyes. A stranger. Watching her carefully.

"Rose, do you know who I am?"

She stared for a long moment. The eyes and mouth and voice that weren't quite right. Freckles in the wrong place. Lashes a bit too thick. Maybe an inch too tall, though it was hard to tell when she was crouched.

"My name is Susan," the girl said. "I'm here to help you escape."

Rose blinked slowly. Susan Foreman. Granddaughter. Not really... Rose let her eyes slide closed, breathing in the scent of the air around her. Sandalwood and cinnamon. Familiar and yet wrong. Out of place. She smelled like... Gallifrey.

"Rose are you alright?"

Finally, she opened her eyes again and stared at the woman who was peering so curiously at her.

"Please, let me help you."  
"No." Rose breathed in deep again. It was wrong. The scent was wrong. _She _was wrong. "No, you don't belong here."

Susan's eyes darkened as she lowered her head and growled softly.

***X*X*X***

"Guys, look."

It took a moment for Sarah Jane and Martha to catch up and peek around the corner Amy was standing by. Sarah's face lit up with a smile as she looked over her shoulder. "It's the Tardis!"

"Oh, now that's a sight for sore eyes," Martha agreed with a sigh.

Amy was equally relieved. The disappearance of Susan and meeting Sarah Jane only seconds later had been disorienting and confusing. This world was like a dream, and even though she'd just arrived, she felt like this dream was going on forever. Now she was staring at the Tardis, inside of a ship, inside the Doctor's mind. This was getting more complicated by the minute.

"But how do we get inside?" Sarah Jane asked as they approached slowly, cautiously. "The Tardis is virtually impenetrable without a key."

"I have a key," Amy said. She raised a brow as she glanced at Sarah Jane. "Don't you?"

"No."

"Oh." Amy gave an awkward smile. "Sorry."

"Wait..." As Martha pushed gently on the Tardis door, it swung open. "Looks like we don't need a key."

From inside, Amy could immediately hear the sound of a woman's voice, almost frantic and definitely near tears.

"I don't have to watch this!"

Amy stepped inside the control room just in time to see the woman in the purple uniform turn and bolt for what looked like a hallway through a door straight ahead. For a moment, all Amy could do was stare at the room around her. The Tardis she'd been in before coming here was different, but this white room with the tile floor and the simple console in the center of it bore almost no resemblance at all to the control room she knew. In fact, the only thing that looked familiar in the least was the circular pattern on the walls and the column in the center of the console - though it was much shorter than she remembered it.

The Doctor - at least, she assumed it was the Doctor - was just as different. Dressed in a tan coat and striped pants, blonde and looking somewhat frazzled, he looked up from where he was leaning over the console as a vaguely humanoid robot put out an arm to stop the woman's retreat. But it was another voice that spoke first.

"She doesn't have to be here."

Amy studied the outspoken woman with amusement. Whoever had come up with the fashion idea for a maroon colored, crushed velvet jumpsuit with puffy sleeves needed to be drug out into the street and shot. Beyond her, Susan was huddled against the wall beside a blonde woman. Rose, maybe. No way to tell until she could make it over there to talk to them. Right now, the scene was gaining intensity as the woman who was trying to leave reached a new level of panicked anger.

"Gently, Tegan," the Doctor warned.

"Gently!" The woman spun to focus all of her anger and helpless frustration directly at him. "This is my planet they're about to destroy!"

The Doctor looked down again at the console, avoiding her gaze. Ignoring her? No, he was concentrating. His eyes were moving quickly over the console, as if planning his next move in a fast-paced game of chess. Amy walked slowly around him, away from Martha and Sarah Jane, towards the blonde woman who was leaning back on the wall, huddled beside the familiar form of Susan.

"So that's where you got off to."

Susan looked up, clearly startled to see her. "Oh! Yes... I found her."

"Rose, right?" If Amy had to guess, the woman huddled on the floor was Rose. The others she'd met so far were alert, but she looked very much in need of reminding that she was okay. Looking at her, this little blind mission suddenly made more sense.

Suddenly, the uniformed woman launched herself toward the Doctor. Startled, Amy jumped back, out of the way as she reached the console, banging on it and flipping whatever switches she could find. The Doctor barely had time to cry, "No!" before she'd shifted the gravity of the Tardis, sending them all lurching as the ship seemed to turn on its side.

There was nothing within reach for Amy to grab onto. She slammed into the wall as the Doctor struggled to fix the room. Blind and hanging on tightly, he might have been able to put in safe coordinates if he had any idea what she'd already entered when she'd banged on the keyboard. But he couldn't risk dragging that ship into the time vortex without knowing where or when they would end up.

Startled by the thought she wasn't sure how she knew, Amy's eyes shifted to the Doctor as he righted the gravity again and spun, grabbing Tegan's arms. He looked as if he just wanted to shake her. "You do things like that," he growled angrily, "we'll all finish up _dead_!"

Tegan looked away. Amy watched for a moment as the Doctor's glare lingered, then turned to the robotic man standing behind her. He didn't speak, just glared at him. Amy turned her attention to the woman huddled against the wall, staring at the floor blankly.

"Rose?"

She grabbed her shoulders and shook her as the others gathered around. "Rose, what's happening?" Sarah Jane asked. "Can you hear me?"

But if she could hear, she didn't show it. Staring at nothing, breathing slow and even, she might as well have been dead asleep, even if her eyes were open.

*X*X*X*

"I don't want to go in there."

It was no wonder that the Doctor had sent Jack with the expressed instructions to take care of this particular girl who didn't belong. Coaxing Tegan forward was taking all of his not inconsiderable charm and energy. Finally, he'd given up on trying to reason with her and simply resorted to the only thing she seemed to respond to.

"You want to get out of here, right?"

She gave him a pained look, and he smiled as he gestured for her to lead the way. She swallowed hard as she hesitated, trembling with uncertainty, then took a few slow steps forward. He followed immediately behind her, resting a hand reassuringly on the small of her back as they approached the Tardis and entered silently.

He knew immediately, after only a quick glance around, that he'd come to the right place. Finally, they were all in the same room.


	19. Chapter Eighteen - Failure

**CHAPTER EIGHTEEN**

**Failure**

"What's happening? Where have they gone?"

The Doctor stared for a moment at the scanner, and the empty space where the ship had been only moments before. Apparently, Adric had formed a similar plan to his in shifting them to another time and place. In the year five billion for example, Earth was uninhabited and only a few decades from destruction. That had seemed an ideal time to tow the ship to. But now that Adric had made his move - to whatever time he'd picked; the Doctor hoped it was a time when the Earth was uninhabited - there was no need to interfere for the sake of the ship.

"The freighter's jumped time warps," he informed the cyberleader.

"You will follow."

"Where?" the Doctor challenged.

But the cyberleader wasn't fooled. "Follow them!"

_Adric..._ The boy's name was repeating over and over in Rose's head. A son to her. No, not to her. To the Doctor. He was like a son to the Doctor. More than just a companion, a friend. Their conversations were deeper than that. Their bond was deeper. An orphaned boy with no home to return to, no family to miss him. His home planet was in the parallel universe of E-Space. He could never go back. His parents were long gone, his brother dead before his eyes. The Doctor bore that guilt as his own, though he'd hardly known either of them at the time. Wherever the Doctor went, death always seemed to follow. The Lonely Child of Gallifrey - everyone around him felt it, and everyone he loved, he lost.

He had no choice but to follow the cyberleader's instructions. He followed the traces of energy as the freighter faded and reappeared. Shift technology - primitive and easy to follow. But not easy to lock onto. Wavering between in-points of coded time, there was no way to keep it in focus. The ship faded and reappeared, spatially fixed but full of temporal white noise.

"You will board the freighter," the cyberleader ordered.

The Doctor had been expecting the order, and he had his answer ready. "I can't."

"You will do as I say."

As the cyberleader grabbed Nyssa by the arm, gun to her head, the Doctor circled the console, closer to them. "It's physically impossible," he ground out. "The freighter is no longer on a fixed course! The coordinates are constantly changing. That's why it keeps fading. I've got nothing to lock onto."

"At least the Earth is safe now," Tegan said with relief.

It wasn't safe. The spatial coordinates were still fixed. It was only the temporal frame that was shifting. The freighter must have had separate logic circuits for its time and space controls.

"Doctor?" Nyssa had checked the coordinates now. She looked up at him with fear in her eyes.

"Don't tell me it isn't!" Tegan cried.

"Although the freighter is spiraling backwards in time, it's still locked onto the same spatial coordinates," the Doctor explained.

"Earth?"

Rhetorical question. They all knew where that ship was headed.

"This is excellent news, Doctor! Earth will be destroyed. It will never exist as you have known it."

"Is that true?"

"Yes." He spun to the cyberleader. "And that's a hell of a lot of glee for a creature with no emotions."

***X*X*X***

"Oh, my God, you're her."

Martha stared at Tegan - the one who'd just stepped into the room and the one who was part of the scene playing out before them. Neither version looked happy to be there right now. But Martha was even more interested in the man behind her. "Jack!"

"Martha Jones!" He greeted with a smile. "Fancy meeting you here."

"Likewise." Her eyes were bright as she glanced back at the crowd huddled around Rose, trying to get through to her. "Well, this is good, right? We were all supposed to be coming together in the same place, and that's what we've done."

Tegan hid her face. "Oh, I want to go home!"

"Rose." Jack noticed her and was immediately moving forward. "Is she alright?"

"I don't know," Martha admitted as she moved aside. "It's like she's in a trance."

"It's this place," Susan said. "We need to leave this place."

"I'm with you!" Tegan agreed.

"But what is this place, anyway?" Amy asked, standing up and looking around with her hands on her hips. "I mean, clearly it's the Tardis, but why here? What's so important about this place?"

"It's a vivid memory," Jack answered, crouched down and holding Rose's face in his hands. "One designed to bring us all together."

"Well, we're all here, aren't we?" Amy said. It wasn't really a question. "So now what's supposed to happen?"

***X*X*X***

Rose's head hurt, her mind running too fast to make sense of. The destruction of the Earth, as incredibly devastating as it would be, was second on the Doctor's list of concerns. Foremost in his mind was the massive paradox they were about to create, and all the aftershocks that would ripple through the Web of Time if he allowed it. He could see them all. He could _feel _them, like a searing pain. None of them would have been here at all if this journey hadn't started on Earth and led them here. His past was intricately connected to Earth; he'd spent a whole regeneration there, creating too many fixed points to even count. They would all be ripped apart if he allowed this. And then there was Tegan, caught inside the Tardis while all her ancestors ceased to exist. The cybermen weren't capable of understanding the danger of a paradox; the Doctor understood it all too well.

"Doctor, look!"

He stepped toward the screen as the planet ahead came into view. "Earth."

"No!"

Tegan rushed forward, but he held up a hand to silence her as the pieces slowly came together in his mind. That was Earth. But it looked different. Just what year was this, anyway? He exchanged glances with Nyssa and she nodded subtly down to the console. As the escape pod with the remaining guards from the freighter evacuated to safety, having overpowered their captors, he moved closer and took a look at their new temporal coordinates.

And suddenly, the pieces fit.

_Adric, you are a genius!_

"It may be of some small consequence to know that we've travelled backwards in time some 65 million years."

"Big deal," Tegan answered.

The Doctor's eyes shifted to her, but he kept his smile entirely to himself. "Think about it."

"Do you recall the fossil dinosaur bones in the cave on earth?" Nyssa explained.

"What?"

"And why it's believed they died out so quickly."

"Earth collided with a meteorite."

"Or _something_."

Suddenly, Tegan understood. The Doctor could no longer contain his smile. "The freighter?"

It wasn't a paradox; it was an event that was always meant to happen. The load on his shoulders lightened suddenly. The universe, Earth, Adric - all were safe. If Adric had gained the freedom to manipulate the temporal logic circuit, then he had surely managed to board that escape pod once he'd done so.

"The anti-matter vessel will split open on impact," the Doctor explained smugly. "There will be a tremendous explosion!"

"The freighter was the meteorite?"

"Seems inevitable. As is your history as we know it."

"You lie, Doctor," the Cyberleader cried.

"Not at all!" He spun back and pointed a finger at the cyberleader. Smug and tremendously proud of time's own way of fixing itself, he could feel his confidence rushing back, bringing an enormous amount of relief with it. "You've lost! The Earth is safe."

"Scott to Tardis. Come in please!"

"This is the Tardis!" Nyssa answered quickly, into the radio. "We have cybermen on board."

"We managed to escape from the freighter," Scott reported. "But Adric's still on board."

*X*X*X*

Martha had only been half listening to the scene behind her. But suddenly, with those words, it had her full attention. Adric, the boy she had seen on the bridge of the dingy ship. He was onboard the freighter that was about to crash into Earth. And the cyberman had a gun to the Doctor's forehead, only inches away.

Tegan - the one in the purple uniform - was the first to make a move. The cyberman threw her off easily as she tackled him from behind, but the distraction gave the Doctor enough time to step in behind him, pinning him and cramming the gold plated medal star in his hand into the cyberman's circuitry. But it wasn't enough to kill him. In the struggle, the Doctor lost his grip and dove behind the console.

"Get down!"

Martha ducked instinctively, even though she wasn't a part of this scene. They didn't see or notice her; how could she possibly be hurt here? The two shots from the cyberman's weapon both hit the console, and the Doctor scrambled to his feet. As he plunged that weapon into the cyberman's chest, Martha heard a whisper. She couldn't make it out, or even tell where it was coming from. But it was as if it had been right in her ear.

"What was that?" Jack asked.

"What did she say?" Amy added.

"I don't know; I couldn't make it out."

"Did you hear?"

"I heard something..."

Out of the corner of her eye, Martha saw the Doctor fire the weapon, following the cyberman all the way down to the floor to make sure he wouldn't get back up.

"Adric..." This time she could hear the whisper clearly.

"She said Adric."

"Who's Adric?" Jack asked, confused.

"He's the boy."

"What boy?"

"Adric is still on board," Rose whispered again. "My fault..."

"Please hurry, Doctor!" Nyssa cried. "We must get Adric off the freighter!"

"My fault..."

"Rose, listen to me." Amy put her hands on either side of Rose's head, trying to focus her. "_You _are not a part of this. You're watching this, but it's already happened. This is the Doctor's memory, not yours."

"The console's damaged!"

"We must save Adric! There's so little time!"

"One-zero-zero-zero-one," Rose muttered under her breath. "Zero-one-one-zero-zero..."

"What is she -?"

"Look out!"

Martha's reflexes forced her eyes back to the scene again, in time to see another cyberman step out of the hallway and into the control room. But the Doctor, in his own world, didn't even look up as Nyssa grabbed the weapon from the console.

"I must save Adric!"

He barely even noticed the shot, or the way the cyberman collapsed on the floor. He didn't respond at all until he heard Tegan's voice, shaky and haunting. "Look..."

Martha's eyes shifted to the monitor on the wall - the monitor that everyone was watching as the ship began to glow.

"Adric!"

Suddenly, the scene they were locked inside of suddenly registered with Martha. Who was Adric, anyway? He was a companion of the Doctor's; she knew that much. A companion stuck on that ship as it exploded in a flash of bright white fire. The Doctor watched helplessly as he died, and a million thoughts and emotions filtered through Martha all at once. Rose cried out, as if in pain. Tegan sobbed. Grief and loss and guilt hit so fast and so intensely, Martha couldn't take a breath. Complete silence fell all around them, uninterrupted for several long moments as they all absorbed the effects of the memory, the pain of it. Martha wasn't even sure that anyone was breathing.

Finally, it was Tegan's voice that interrupted the silence, shaky and soft as she approached the Doctor. "Adric?"

Her eyes were locked on the Doctor, but he didn't even seem to hear her. He didn't respond even as her timid, terrified tone morphed into one of anger and harsh accusation.

"Doctor!"

The Doctor stood staring as Tegan broke down, turning to Nyssa to cry. Then, after a long moment of silence, he turned and walked away. Swallowing hard, Martha turned away. But before she had a chance to focus her eyes on Rose or any of the others standing near her, everything went suddenly black.

***X*X*X***

"Welcome back."

The Doctor's eyes opened, then closed again. As he suddenly registered her words, and the fact that he was waking up on the floor of the Tardis, the panic hit him with such force, he was upright in an instant. "No, no no no no I can't -"

"Just take it easy!" River ordered. "You passed out on -"

"No, you don't understand! I can't lose that memory! I can't lose them! There's no time!"

"No time for what?"

"What happened!"

She blinked, startled by his adrenaline reaction, struggling to explain at a pace he would accept. "I... like I said, you -"

"No, no, I can't!" He pressed the heels of his palms into his eyes, full of energy. "I can't lose them!"

"Lose who? Nothing's changed!"

"How long? How long was I out?"

"Thirty seconds, no more."

"Maybe that's okay. Maybe that's -"

A soft sound from behind him made him spin so fast he nearly fell over. A moan, almost too faint to hear. Increased breathing, an elevated heart rate from a being with two hearts. He stared at the former incarnation of himself, and the panic slowly changed to a feeling of victory.

"It's working. River, it's working!"

"What's working?"

"He's regaining consciousness!" He scrambled to his feet. "River, it's working!"


	20. Chapter Nineteen - Chaos

**CHAPTER NINETEEN**

**Chaos**

Sarah Jane had yet to adjust to the chaos of her new reality, where the basic laws of physics, time, and space didn't apply. Everything swirled around her, scenarios completely out of context and flashes of unfamiliar people and places. She wasn't moving, and yet she felt like she was falling. It was all she could do to simply keep her own thoughts at bay, to just maintain consciousness and not even try to understand what was going on around her. If she tried, it would only make her dizzy and even more confused. So she let everything she saw pass before her eyes without ever really thinking about it. At least, she tried to do. But some things, she simply couldn't help.

Her own memories were caught in the mix, and she didn't know how they fit. How many of these scenes had been locked in the mind of the Doctor she'd known as a young woman? It seemed that every scene she found herself thrown in was a new episode of a recurring theme - fear, guilt, loss, and shame. But that couldn't be the case. Surely all his memories were not so painful! And surely they didn't all run together this way.

She gasped and jumped back - apparent there was something solid under her feet - as she found herself face to face with another scene from her own memories.

_ "It is you..."_

Rooted where she stood, she couldn't bring herself to move on. Instead, she found herself staring at him. Those eyes... She'd noticed it then. In a younger body, he still looked so much older. Even when he smiled, he somehow looked so sad.

_ "They're all dead."_

The world around her went white suddenly, and she jumped, startled, reaching out for something to grab onto in that momentary feeling of falling. But there was nothing - only white, and the sound of screaming - and before she could lose her balance, the room had materialized around her again. A different room. Or, rather, a room she'd already been in. The white-walled control room of the Tardis - empty but for the sound of a woman crying. But Sarah Jane had no chance to figure out who the woman was. She was hurtling forward, as if on a rollercoaster. This time, she couldn't help but cry out in startled fear, shutting her eyes hard to block out the dizzying sensation of the worlds melting and spinning all around her.

She stopped so abruptly, she fell forward onto her knees, wincing as she hit them hard. Her body was really getting too old for this kind of battery. Except... it wasn't her body, was it? Not really. This was all in her mind... in the Doctor's mind... Hesitantly, she opened her eyes, afraid of what she might see. But there was no swirling, no melting walls. She was in the hallway again. Or, at least, she was in _a _hallway. It looked like the Tardis, but not the one she remembered from her travels with the Doctor.

"Doctor..."

It was Rose's voice, choked with tears, somewhere up ahead. Pulling herself together, Sarah Jane gathered her strength and climbed to her feet. It seemed as soon as she did, the floor shook as if the entire structure had suddenly collided with another. Using the wall for support, she was glad when it didn't disappear under her hand. The doors in this section were all open, and the fog that had been swirling around the floor was rising, making it difficult to see. Inside of the rooms, there were screams and laughter, but the sound of Rose's weeping was louder than any of it. And this time, she knew where it was coming from.

"Doctor, please..."

She was curled into a ball against one of the support beams, hunched over her knees and sobbing. As the floor shook again, Sarah Jane dropped to her knees beside her.

"Rose? Rose, look at me." She was impressed by the calm in her voice. It was certainly more than she felt.

"Can't you feel it?" Rose's eyes were full of fear as she looked up, and she was shaking violently. "Can't you see? Can't you see how it...?"

She shut her eyes hard as she ended in a sob, reaching out for something to grab onto. Sarah Jane offered her hands, and Rose gripped them hard, nails digging into flesh as her sob turned to a scream.

"God, it hurts! Doctor! Please!"

Wide eyed and at a complete loss for what to do, Sarah Jane followed instinct, pulling the girl closer to her and wrapping her arms around her, shielding her as the shaking rattled the world around them even harder.

***X*X*X***

The scream from down the hallway elicited an immediate response from River. Eyes wide, the Doctor looked after her as she took off like a shot. "No, River, wait!"

He caught up with her in the doorway to Rose's room. Drenched in sweat and shaking with tremors, caught in the throes of a night terror, Rose was still screaming. "Doctor!"

"River, don't," the Doctor said quickly, using the doorframe for support. Running on adrenaline, on the sheer panic that was building in his head, he knew he wouldn't even be able to stand once it faded. "She's fine. I know she doesn't look like it, but she's fine."

"She's not fine, Doctor, she's screaming!" River turned to face her and lowered her voice to an authoritative tone. "I'm pulling her out."

"No! No, River don't!"

"There's got to be another -" She cut off suddenly, and remained perfectly still for a moment before turning to look at him with fear in her eyes. "I can't do it."

The Doctor let out a sigh and nodded. But in spite of the calm he was trying to show, his own hands were trembling as he clung to the doorway. "I know."

"Why can't I? Why can't I pull her out!"

"I told you, River. She's fully integrated with him. There's nothing to pull out."

***X*X*X***

Amy had always prided herself on her ability to keep things in perspective. She couldn't die here; the Doctor had assured her of that. But it was very difficult to simply shut off the part of her that screamed warnings of self preservation when the walls of the hallway began to crack.

"What's happening!" Tegan was not nearly so adept at shutting off the panic factor. Of course, it didn't help that they all had to yell in order to be heard over the sound of the rumbling.

"It's like the whole support structure is falling apart." Martha, on the other hand, seemed to be handling herself quite well. If she hadn't been so preoccupied with avoiding falling objects, Amy might have been impressed. "He said this was an organized filing system."

"And we just threw a grenade into the filing cabinet!" Jack added.

"How did we do that?" Amy yelled.

"Who knows? But at least we're all together."

"Everyone hold hands!" Martha yelled, "so that we don't get split up again!"

Amy saved her breath. They did need to be together, if only because she wanted to be able to account for where everyone was when she was asked. She didn't know all of these people, but she knew the Doctor. And she knew he would want an account of what happened if anything went wrong in here. Not that she was sure anything was actually going wrong. In fact, she was sincerely hoping that this was very right, and that nothing went wrong at all. But until she saw the outcome, she could only hold on tight. She was along for the ride.

Rose was with Sarah Jane, with Susan on her other side. Both of them had their arms around her, shielding her as she sobbed loudly. In spite of the screaming and the shaking and the chaos, Amy was relieved that she didn't have to worry about her disappearing. They were all together, and that had been part of the goal.

"Well, if this isn't enough to wake him up, there's nothing we can do to get through to him!"

She could feel the approach of something massive - like a tidal wave coming in. Tegan's grip on her hand tightened as they crouched together, huddled against the wall until the wall itself finally gave out. Amy shut her eyes, choking back her scream as she felt herself falling. The tidal wave came, and swept over her, taking the breath out of her lungs and silencing even Rose. The rumbling, cracking sounds were lost in the rush of wind as a hundred doors slammed deafeningly, all at once.

"What the bloody _hell _is going on here!"

The floor was solid underneath her again. And suddenly, there was nothing but silence and complete stillness. She drew in a breath and, reassured that she was still alive, slowly opened her eyes. The first person she saw was Rose, eyes rolling back, head dropping forward as if she couldn't hold it up. Then Martha and Sarah Jane, in unison, sprang to their feet.

"Doctor!"

Amy's eyes widened. The Doctor - the other one, not her Doctor - was not amused. It had been a very long time since Amy had seen so much anger all at once. Jaw set, the Doctor looked over all of them before his eyes fixed on Martha, who had taken a step closer to him.

"Who the hell are you?" he demanded coldly.

Martha choked on her response. "I..."

"She's a friend," Sarah Jane answered, stepping forward. "I can vouch for her."

"Oh, can you?" Though he remained completely still, his words and glare alone were almost enough to knock her over backwards. "And what exactly are you doing here? What are all of you doing here? Does _somebody _want to explain to me what the _hell _is going on here!"

Jack stood and stepped forward to take the brunt of the explanation on himself, but he didn't have a chance.

"Doctor..."

Rose's voice - weak as it was - nevertheless focused the Doctor's attention firmly on her. "One-zero-zero-one-one... One-zero... Doctor..."

The anger was still there, but with his eyes fixed on her, he suddenly had other things to think about. He stepped closer.

"Move."

They all backed away, leaving Rose propped against the wall. He crouched beside her, perched on the balls of his feet. As he touched her forehead, he jolted noticeably, breath catching as if he'd received a shock. His eyes shut briefly as he drew in a deep breath, then focused on her.

"Rose?"

"I'm sorry," she whispered, opening her teary eyes just slightly. "I didn't want to hurt you..."

He didn't speak to her again. Instead, he took in another breath, set his hands on either side of her forehead, and tipped his head forward. Before their eyes, she disappeared into thin air.

*X*X*X*

Rose's eyes snapped open and she found herself staring at the ceiling. Covered in sweat and surrounded by dim light, she was ripping at the IV tube in her arm before she even had any idea how it had gotten there. She was more aware of the woman who appeared in the doorway and ran to stop the bleeding than of the blood itself.

"Rose, settle down. You're okay."

"What am I doing here?" She could hear the panic in her voice, and feel it in every fiber of her being. "I have to get back! The Doctor's in trouble! He needs me!"

River grabbed the sheet and clasped her hand around Rose's arm to stop the bleeding. "The Doctor's fine, Rose. He's okay. Relax."

"He's _not _fine! Everything is crumbling and I just left him there!"

"You didn't leave him. He sent you out."

Rose's eyes went huge with rage. "Sent out? By who!"

"By the Doctor." River's attention was split between trying to find a proper bandage and calming Rose. "At the level you were integrated with him, he's the only one who could've caused you to wake up. And thank God he did, because I _couldn't_."

"No!" It was as close to a scream as she'd ever come. "He can't do that! Send me back!"

River shook her head. "I can't."

Rose grabbed her shirt. "Do it!"

"I said I _can't_!" River yelled back at her. "I physically cannot. If he sent you out, I can't override him to put you back in. And if you don't lie back down and let me remove that catheter, you're not going anywhere."

Rose blinked, startled back to her senses for a moment. Finally she took a look at herself, for the first time since waking up. She frowned at the various equipment she was attached to. "What the hell is all of this?"

*X*X*X*

"What is going on here?"

The Doctor was focused on Jack this time, since he'd been the one to willingly step forward. But Jack had no chance to answer before the sound of a loud roar from behind him made him spin around so fast, he almost lost his balance. The women standing nearby all stepped in closer to the Doctor on instinct alone.

"Doctor? What was that?" Amy asked - her voice tense but even.

"That's the Quiescenary," Jack answered low.

"The _what_?" the Doctor demanded coldly.

"It's an artificial life form," Jack tried to explain quickly. "It's very powerful, and it's invaded your brain. It's killing you. It's why we're here."

"It's being drawn to the chaos, too," Martha realized. "You said that might happen."

As the sound echoed down the hallway towards them again - this time more of a shriek than a roar - Amy could almost see the sound waves. Heart beating in her ears, she slowly stepped out if her high heeled shoes. She knew where this was going, even before the Doctor took a step back.

"I think..." His voice was deceptively calm, but the fact that he was backing away was proof enough of the danger looming in the darkness. "We'd better run."


	21. Chapter Twenty - Face to Face

**CHAPTER TWENTY**

**Face to Face**

The Doctor's mind was racing faster than he was - through the halls and around the corners. He could hear the creature behind him, could feel it closing in. But what _was _it?

He knew where he was. Well, not specifically where he was. But he understood it conceptually. These halls were his memories - the ones he kept secret and locked up. The ones nobody belonged anywhere near - not even him. But here he was, a virtual hypostasis of his mental faculties, running through the halls of his own mind. It didn't seem possible, but he had no time to ask questions. Until he could get a grip on what was going on here, he had only one thought: get to safety.

He had five women running with him. And Jack. Six companions, if he had to guess, from all different periods of his life. He didn't even recognize two of them. Who had brought them here? It must have been him. And there must have been some sort of logic to it - something they all had in common, even in the two he didn't know. But how did they even exist here? And why these six? Seven, if he counted Rose, though he could guess how she'd ended up here. She would've been first to come, if he knew her. But the others...

The screechy roar from behind him stole that thought from his mind. No time to think about that either. But one thing was for sure. They weren't going to outrun this thing, whatever it was. He slowed, looking back over his shoulder. The shadows were moving - the vague outline of something monstrous. He wracked his brain for possibilities. This was his _mind_. Therefore, it wasn't a creature dependent upon its molecular structure. It was an energy signature of some kind - a thought-based creature. And what did it want?

"Come on!"

Tegan had noticed he was falling behind. At her cry, the others looked back as well. But he slowed more. They weren't going to outrun this thing, and he was beginning to put the pieces together.

"Keep going!" he yelled to the companions, coming to a complete stop and turning back to face the shadows that were closing in.

"Doctor!"

Feet planted, he stood with his shoulders back, eyes fixed on the shifting shadows as they slowly took shape. It wasn't _in _the shadow, it _was _the shadow. "Like the Vashta Narada," he muttered to himself.

"The what?"

He did a double take at the redheaded girl standing beside him. "Was there something you didn't understand about 'keep going'?"

"Ha!" She grinned wickedly. "You were the one who told me I couldn't die in here."

"Did I?" Amused, the Doctor turned his attention back to the shadows as they gathered into one gigantic, spiraling black hole. "I sure hope I was right."

"You and me both."  
"It's called a Quiescenary," Jack said, approaching and standing on his other hand. "It's a lab creation."

"Mutation?"

"A parasite. It feeds off of dormant psyonic energy until it kills its victim."

"Ah! Which explains why it's here."

"You sound like that's good news," Amy said warily.

"Oh, yes."

"It sure doesn't look like good news," Sarah Jane said, coming in closer behind them. Tegan and Susan stepped forward as well.

"Well, comparatively speaking, it's a lot better than what I was thinking it was. Mind you," he glanced at all of them, standing on either side, "I would still _really_ appreciate it if you all took a big step back."

Fully formed from the shadows, the creature in front of him screamed again, and he turned his attention fully to it. It had no eyes - in essence, it was a swirling mass of dim colors fading to black. Ignoring the attack on his senses - the acrid scent and the burning in his eyes, the feeling of nausea that came from being so very close to a living, sentient equivalent of a black hole - he took a step forward.

"If you can scream, you can communicate," he called loudly. "Though to be honest, I'm not entirely sure how you do either."

The creature stilled. He watched it, standing tall, not flinching. It was listening. And for what it was worth, it seemed to understand.

"You want the energy," he said flatly, eyes fixed. "Dormant psyonic energy, is that right? Is that what you need? What you're here for?"

He could feel the remnants of the consumed energy all around him. Memories he would never regain. Memories that had been consumed by the thing in front of him.

"You want the memories. The secrets." He rocked on his heels as he studied the swirling figure. "Mind you, I don't think I'll really miss them. If it were as simple as that, I would've sent you a personal invitation a long time ago instead of constructing so many endless hallways of locked doors."

It still wasn't engaging. It was listening, but it was making no attempt to respond. He could only assume that it didn't disagree thus far. But that was likely to change in another minute or two.

"Unfortunately, you picked the wrong feast," he said seriously. "I'm a Time Lord. The psyonic energy that you're gorging yourself on is not only what sustains my life, it's what reminds me of how the timelines of this universe fit together, and the things I can and cannot freely change. Take away my memories of what fixed points exist, and I'm liable to inadvertently unravel the fabric of space and time."

"That would be assuming you live long enough to do so."

The voice was low and rumbling. Probably, if he had to guess, it was telepathic even though he was certain he heard it with his ears. After all, a mass of shadows hardly had a set of vocal chords. In any case, the response made him smile.

"Ah, hello! I was wondering how long it would take you to pipe up." Shoving his hands deeper into his pockets, he wandered closer, still smiling. "And yes, you're right. I am assuming that I will live through this. Because as big and scary as you are, I'm not going to stand idly by and let you feast on my recall of the Matrix for the next five thousand years."

"It would hardly take that long to consume your energies."

"D'you think?" His smile broadened, and he touched his tongue to his teeth as he considered just how much he wanted to tell this thing. "Have you ever _seen _the Matrix?"

He could feel the scrutiny, the probing as the Quiescenary searched for further explanation. And, apparently, found it. "I am not interested in a database of knowledge, Doctor."

"The Matrix is much more than that."

The Doctor's smile fell as the shadows shifted and condensed, forming colors, taking shape until finally, in a matter of only seconds, they formed into the image of a young boy with shaggy hair and a star pinned to his shirt, smiling as he stood straight and tall, eye to eye with the Doctor.

"I'm interested in you," the boy said, with all the innocence of a thirteen-year-old.

"Adric!"

"Don't," the Doctor ordered sharply, holding up a hand to stop Tegan's instinctive response.

Taking another step closer, he stared the boy in the face. "That's an impressive replica," he said dryly. "But what do you hope to achieve with it?"

The Quiescenary laughed - a familiar sound that might have made him smile any other time. But any other time, that laugh would have belonged to the boy he remembered.

"I don't need to achieve anything. I have already won."

Suddenly, there was cold metal at the back of his neck. His eyes widened in shock for the briefest of seconds before he set his jaw. He was steeled for anything by the time he heard Jack's voice. "What are you -"

"Nobody moves!"

It was Susan who interrupted him. Susan who was holding the gun. Standing very still, the Doctor's eyes remained locked on the image of Adric, jaw tight and eyes burning. He should have known. He should have seen it. Sarah Jane and Tegan - two of the most headstrong humans he'd met, in very different ways. He didn't know the other two, but what little he'd seen of them thus far should've been enough to tell him that they were the same. But Susan... She didn't fit.

"So now you've got a gun to my head," the Doctor said coldly. "And it seems we've reached an impasse. But at least I've got my answer."

"What answer, Doctor?" Susan's voice asked from behind him.

"That you're not going to end this willingly. And I'm going to have to stop you."

He felt the barrel press harder to his skull. The gun felt like a pistol, maybe from Earth. No telling where she'd gotten it, or what kind of damage it could do. None of this was real, after all. They were merely hypostatic energy signatures. Not unlike the thing looming before him. What could a gun do? What was it even made of?

"It seems you're in no position to be making threats, Doctor," Adric's voice said. The mere sound of it made the Doctor's blood boil. It wasn't just the image that elicited that response. It was all the memories and emotions that were swirling around him - the remnants and fragments of a boy who'd ceased to exist except for in his mind. The wounds had been ripped open so recently, and the sight of him now - the thought of that thing using his image - was salt.

"Go on, then," the Doctor growled. "Pull the trigger. But before you do, think very carefully. I am the consciousness that holds this entire world together. If you kill me, it all collapses. You die, too. Buried in a dead mind."

"You would die to kill me?"

"I'm not the one holding the gun. And besides. I'm no fool."

Jack moved. The Doctor hadn't been counting on it but at the same time, he somehow knew it was coming. He knew everything - every thought, every emotion - that existed in this hallway. He turned quickly, ducking out of the way although he didn't expect the figure behind him to shoot, or to even have a chance to do. Jack had one hand over hers and an arm across her throat, pinning her back against his chest. Without acknowledging Jack, the Doctor stepped forward, looking down at her eyes, glaring at his enemy from mere inches away.

"Anyone who gorges themselves the way you do wouldn't be able to stand the thought of all that tasty energy going to waste."

Jack blinked in surprise as her form disintegrated. The pistol clatter to the floor as the shadows scattered and clung to the walls, and Jack picked it up, struggling to regain his bearings. The Doctor still didn't look at him. Instead, he turned back to the wide-eyed figure of Adric and took an intimidating, angry step forward.

"I don't know how to kill you yet," he growled, coming closer as the image took a slow step back. "But unless you've got a plan for how to kill me, I suggest you run."

"Why should I run?" the figure asked. But the surety in its voice was lacking now. "If I've learned one thing about you, it's that you're a pacifist. Too much guilt over past mistakes, the violence you've witnessed and been guilty of. You wouldn't harm even me."

Close enough now to reach out and touch the boy, the Doctor's hand shot out and closed around his neck. Eyes going wide, the boy struggled as the Doctor turned and pinned him to the wall by his throat.

"Well, maybe you don't know me as well as you think you do," he growled low, leaning in close. "Prodding around all of those memories, you just might have woken up something a bit more than you bargained for. Now _run_!"

His voice was still echoing down the corridor as the body melted into the shadows and the shadows scattered. Breathing heavily, blood pounding in his ears, the Doctor's fist clenched against the wall as he swallowed hard, trying to stop it from shaking. One thing he had just learned: a Quiescenary was pure emotional energy. And the emotions were all his. Rage and grief and guilt and sadness, all wrapped up in a neat little package that had stared him down from mere inches away.

It was no wonder that he couldn't breathe.

"Doctor?"

"Out!" he yelled, spinning to the audience that was still watching him. "Get _out _of my head! Now!"

He fixed his eyes on each of them in turn, banishing them from his thoughts and watching them disappear. Sarah Jane. Tegan. Jack. The unfamiliar dark-skinned girl. And -

"Stop."

The exhausted, familiar voice from behind him made him spin around and take a stumbling step back, against the wall. The man was sitting on the floor, slouched against the beam, watching with half-lidded eyes. The Doctor stared at him for a long moment, wrestling with a thousand questions and ending on only one. He knew who the man was. He could feel it. He would've known him if he was blind, deaf, and dumb.

"Why?"

The man drew in a slow, tired breath. "Because you can't do this alone. And you know it."

"And you're here to help?" the Doctor shot with disdain.

"No. I can't stay here. You know that."

"You're damn right I know that. And the last thing we need is to collapse this entire structure with a paradox, so get out."

The man, his future self, shifted his eyes to the last remaining companion, standing nearby and watching with wide eyes. "Amy?"

She swallowed hard as she approached cautiously. "Yes?"

"I'll do everything I can to keep the channel open for as long as possible." She crouched down beside him, and he reached up to hold her arm weakly. "Help him. And trust him. Do whatever he says. Don't ask why."

She nodded. "Alright."

"And please. Be careful."

She smiled knowingly. "I thought you said this was like virtual reality. Nothing bad could really happen to me."

"I lied."

She sighed as she rolled her eyes. "Of course you did."

He smiled back as he moved his hand to the back of her head and tipped it down to kiss her brow. "Thank you."

Without another word, he was gone, dissolving out of existence. As the girl stood, she took a deep breath and turned, shoulders back. "Well, then," she said with firm determination. "I guess I'm here to help you."

The Doctor gave her a long look, up and down, taking everything in for the first time. He hadn't really given her much thought before now. High heels, short skirt, long sleeves, red hair, bright eyes.

"And you are?" he asked with genuine curiosity.

"Amy Pond."

She held out a hand to him and he hesitated just a beat before stepping forward and shaking her hand. He was less than thrilled, and didn't bother with a smile. But he was polite just the same. "Nice to meet you, Amy Pond. I'm the Doctor."

**TO BE CONTINUED...**

A/N: Alright, guys, I want your opinion, and now's as good a time as any to ask. When I started this series, it was with the intent of exploring the Doctor's guilty secrets and especially the most obvious one: the deliberate genocide of the Time Lords and the Daleks and half the known universe. The problem is, I'd originally (and stupidly!) intended for it to only be one book. Ha! But now that I'm writing it - as concisely as possible, mind you - it's turned from one to two to five. So my question is basically this: Do you want to see it in this series?

I have two options: 1. Open the door at the end of an upcoming book and see a snapshot of Gallifrey (nothing more than what we saw in End of Time), then the Doctor wakes up and the final book of the series posts. You read nothing about the war, only know that the Doctor relived it. The advantage is that the Quiescenary plot is resolved without a lengthy hiatus from the hallway. (The books about the war are going to take a while to post, and they are the story of the war, not the story of 10 or whoever WATCHING the war.) The disadvantage is that you, the reader, have to use your imagination on what the Doctor is actually going through as he's recovering from the horrors of what he's just (re)experienced, and the final book of the series will frankly lose a lot of its meaning. Also, the last book in this series is undergoing a complete rewrite... so there will be a bit of a gap in posting while I write it, assuming I can even shift my brain away from the war to write about the aftereffects of it. This is NOT the easiest option for me, but I'm willing to try and do it.

Option 2. Post the books about the war as planned, before posting the last book of the series. The advantage is that you, the reader, fully understand what the Doctor is going through in the final book and will appreciate the difficult decisions that must be made. The disadvantage is that you'll be reading over an entire plotline - several books that will take several months to post - with an earlier Doctor, no Rose, and no Quiescenary before THIS plotline gets resolved.

So. Anyone who has an opinion, it would be much appreciated. Post the war as part of this series, or don't?


End file.
